Contents
Notice
4
Directors’ Report including Management
Discussion and Analysis Report
14
Report on Corporate Governance
24
Auditors’ Report
38
Balance Sheet
44
Profit and Loss Account
45
Cash Flow Statement
46
Notes
48
1
Ten Y
ear Financial Summar
Year
Summaryy
` in Lakhs
Sour
ces of Funds
Sources
Shareholders’Fund
Share Capital
Share Capital Suspense A/c
Reserves and Surplus
Total Shareholders’ Funds
Borrowed Funds
Secured Loans
Unsecured Loans
Total
Application of Funds
Net Fixed Assets
Investments
Deferred Tax Asset (Net)
Current Assets, Loans and Advances;
Inventories
Sundry Debtors
Cash and Bank Balances
Other Current Assets
Loans & Advances
Total Currents Assets, Loans and Advances
Less: Current Liabilites and Provisions
Current Liabilities
Provisions
Net Current Assets
Misc Expenditure (Deferred Revenue Expenditure)
Voluntary Retirement Schemes
Total
Income
Gross Sales
Less : Excise Duty
Less : Sales Tax
Net Sales
Operating and Other Income
Total
Expenditur
Expendituree
Material Cost
Personnel Cost
Manufacturing and Other Expenses
Interest Expense / Finance Cost
Depreciation and amortization
Total
P rrofit
ofit Befor
axation and Exceptional Items
Beforee TTaxation
Exceptional Items -Net
P rrofit
ofit Befor
axation
Beforee TTaxation
Taxation
P rrofit
ofit After TTaxation
axation
Tax Provision as a % of PBT
Net Profit as a % of Sales
Earnings Per Share (`)
Equity Dividend Per Share (`)
Total Dividend Amount (` in Lakhs)
Book Value per share (`)
±
§
#
**
^
2
Includes
Includes
Includes
Includes
Includes
Mar
2012
Nov
2002±
Nov
2003
Nov
2004§
Nov
2005
Nov
2006
Nov
2007
Nov
2008
Nov
2009^
Mar
2011
16 months
2344
536
27923
30803
2880
27960
30840
2880
104
31292
34276
2984
34672
37656
2984
37589
40573
2984
61880
64864
2984
86972
89956
2984
96449
99433
2984
2984
113360 127485
116344 130469
30803
30840
1200
35476
37656
40573
64864
89956
99433
116344 130469
5696
529
790
6110
324
989
7564
324
636
7770
903
6675
1436
7040
50
1298
8306
50
2267
9329
50
2750
8484
12341
6840
7260
34925
8658
5883
8908
45
8330
31824
7389
7174
16110
137
6840
37650
8983
8282
20993
214
6693
45165
9845
6901
30651
903
6821
55121
9506
6137
47979
817
13537
77976
12468
5973
54306
1449
24795
98991
11337
6439
52740
482
37209
108207
15932 18324
9819 14178
57701 86627
964
591
42127 25871
126170 145964
11112
5244
18569
5219
30803
9619
4192
18013
5404
30840
11284
5421
20945
6007
35476
13404
6448
25313
3670
37656
14495
9498
31128
1334
40573
10628
11165
56183
293
64864
12214
7444
79333
89956
13289
7614
87304
99433
15719 16657
6282 10520
104169 118787
116344 130469
65127
5719
5165
54243
6007
60250
55896
3954
4478
47464
4051
51515
65966
4884
5304
55778
3924
59702
69750
5416
4482
59852
4103
63955
76586
6039
4312
66235
5953
72188
77301
6199
3836
67266
34270
101536
76482
5409
3302
67771
9342
77113
81183
3956
77227
10074
87301
121501 105832
4102
4545
116956 101730
17579 16870
134535 118600
21978
8784
17183
76
1064
49085
11165
1518
12683
5089
7594
40.1
11.7
26.37
7.50
2160
106.95
19737
7942
16409
39
1083
45210
6305
(1673)
4632
1881
2751
40.6
4.9
9.55
7.50
2160
107.08
22370
8255
18564
81
1026
50296
9406
(1922)
7484
2932
4552
39.2
6.9
15.25
10.00
2984
114.86
20007
10014
19273
15
1385
50694
13261
(2337)
10924
4112
6812
37.6
9.8
22.83
10.00
2984
126.19
22356
10234
19746
7
1307
53650
18538
(2337)
16201
5628
10573
34.7
13.8
35.43
22.50
6714
135.95
23148
10170
20510
2
958
54788
46748
(1735)
45013
11120
33893
24.7
50.3#
113.58
27.50
8206
217.37
23759
10210
20966
1112
56047
21066
20790
41856
11944
29912
28.5
44.1**
100.24
12.50
3730
301.46
28771
12920
22689
828
65208
22093
(1092)
21001
7313
13688
34.8
17.7
45.87
12.50
3730
333.22
39049 35909
22699 18963
36823 34790
191
956
1200
99771 90809
34764 27791
(38)
(302)
34462 27753
9292
11828
22634 18461
33.5
34.3
18.1
19.4
61.87
75.85
12.50
16.50
3730
4924
389.84 437.17
results of erstwhile Parke-Davis (India) Ltd. on its amalgamation with the Company.
results of erstwhile Pharmacia Healthcare Ltd. on its amalgamation with the Company.
profit on sale of Chandigarh property.
profit on sale of 4 consumer healthcare brands.
results of erstwhile Duchem Laboratories Ltd. on its amalgamation with the Company.
8621
3554
3225
4749
3708
Board of Directors
(as on June 28, 2012)
Executive Committee
R.A. Shah
Chairman
Kewal Handa
Managing Director
Kewal Handa
Managing Director
Vivek Dhariwal
Technical Operations
Pradip Shah
Director
Uday Khanna
Director
Vivek Dhariwal
Executive Director, Technical Operations
Sunil Madhok
Executive Director, Business Operations
Aijaz Tobaccowalla
Non-Executive Director
Registered Office:
Pfizer Limited
Pfizer Centre, Patel Estate
Off S.V. Road,
Jogeshwari (W),
Mumbai-400 102.
Tel: 022 6693 2000 Fax: 022 2678 4569
Email: contactus.india@pfizer.com
Sunil Madhok
Business Operations
Hiroo Mirchandani (Ms.)
Business Unit Head
Suresh Subramanian
Business Unit Head
Partha Ghosh
Commercial
C.N. Potkar (Dr.)
Medical & Regulatory Affairs
S. Sridhar
Finance
Alex Rajan
Human Resources
S. Venkatesh
Strategic & Business Development
Samir Kazi
Legal
Registrar & Transfer Agents:
Karvy Computershare Pvt. Ltd.,
UNIT: Pfizer Limited
Plot No. 17-24,
Vittalrao Nagar, Near Image Hospital,
Madhapur, Hyderabad 500 081.
Tel: 040 4465 5000 Fax: 040 2342 0814
Email: einward.ris@karvy.com
Shiva Nair
Business Technology
SOLICITORS & ADVOCATES
Crawford Bayley & Co.
AZB & Partners
Prajeet Nair
Company Secretary
BANKERS
Deutsche Bank AG
HSBC Limited
Citibank N.A.
Standard Chartered Bank
ICICI Bank
Sarita Bahl (Ms.)
Public Affairs
Statutory Auditor
B S R & Co.
Cost Auditor
RA & Co.
3
Notice
Notice is hereby given that the 61st Annual General Meeting of the members of Pfizer Limited will be held at
Yashwantrao Chavan Pratishthan Auditorium, General Jagannathrao Bhosale Marg, Next to Sachivalaya
Gymkhana, Mumbai 400 021 on Thursday, August 2, 2012, at 3.00 p.m. to transact the following business:
Ordinary Business:
1.
To receive, consider and adopt the Audited Balance Sheet as at March 31, 2012, Profit and Loss Account for
the financial year ended March 31, 2012 and the Reports of the Board of Directors and Auditors thereon.
2.
To declare dividend for the financial year ended March 31, 2012.
3.
To appoint a Director in place of Mr. Pradip Shah who retires by rotation and being eligible, offers himself for
re-appointment.
4.
To appoint Auditors and to fix their remuneration.
Special Business:
5.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT Mr. Aijaz Tobaccowalla who holds office as Additional Director up to the date of this Annual
General Meeting in terms of Section 260 of the Companies Act, 1956 (“the Act”) and is eligible for appointment,
and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257
of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, not liable to retire by rotation.”
6.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any,
of the Companies Act, 1956 (“the Act”) read with Schedule XIII to the Act and subject to the approval of the
Central Government, consent of the Company be and is hereby accorded to the appointment
of Mr. Aijaz Tobaccowalla as the Managing Director of the Company for a period of 3 years with effect from
August 16, 2012 and to his receiving remuneration, payments, perquisites and amenities from that date as given
below:
A.
Salary, Fixed Allowances and Bonus/Performance Linked Incentives:
The aggregate of Salary, Fixed Allowances and Bonus/Performance Linked Incentives payable to
Mr. Aijaz Tobaccowalla shall be subject to a maximum limit of ` 4,00,00,000/- (Rupees Four Crore Only) per
annum.
B.
Perquisites, Benefits and Amenities:
In addition to the above Salary, Fixed Allowances and Bonus/Performance Linked Incentives,
Mr. Aijaz Tobaccowalla shall be entitled to the following perquisites, benefits and amenities:
(a) Residential Accommodation:
Furnished residential accommodation together with amenities, facilities, utilities such as gas, water,
electricity, etc., as may be approved by the Board of Directors of the Company from time to time.
(b) Conveyance:
Company maintained car(s) with chauffeur service for official and personal use.
(c) Communication expenses:
Reimbursement of expenses incurred towards phone and other communication and/or internet
connectivity facility at residence.
4
(d) Medical Expenses:
Reimbursement of all medical expenses incurred by Mr. Tobaccowalla, his wife and
children (family).
(e) Leave and Leave Passage:
Leave as per the rules of the Company. Leave Travel Assistance to Mr. Tobaccowalla and his family
once in a year to his home country.
(f)
Club Membership:
Entrance fees and monthly subscription fees for not more than two clubs.
(g) Children’s Educational Expenses:
The educational expenses of the children, whether studying in India or abroad, would be borne by the
Company.
(h) Relocation Expenses and Har
dship Allowance:
Hardship
Reimbursement of Relocation Expenses and Hardship Allowance as per the rules of the Company.
(i)
Personal Accident Insurance, Group Term Assurance and Hospitalization Coverage:
As per the rules of the Company.
(j)
Provident Fund:
Contribution to the Company’s Provident Fund Scheme, in accordance with the rules of the Scheme.
(k) Reimbursement of Expenses:
Reimbursement of expenses incurred by Mr. Tobaccowalla for the purposes of the business of the
Company.
(l)
Such other benefits, amenities and perquisites as are available to other senior executives of the
Company or as the Board of Directors of the Company may determine from time to time.
Provision of car for use of Company’s business and telephone at residence will not be considered as
perquisites. Personal use of Company’s car will be considered as perquisite. Perquisites shall be valued in
accordance with Income-Tax Rules, 1962, wherever applicable.
C.
Minimum Remuneration:
The remuneration determined by the Board of Directors of the Company within the limits specified in
sub-paragraph A above, and the perquisites, benefits and amenities specified in sub-paragraph B above
shall be paid and allowed to Mr. Tobaccowalla during his tenure of office as Managing Director of the
Company, notwithstanding the absence or inadequacy of profits in any financial year.
RESOLVED FURTHER THAT the Board of Directors of the Company may, in its discretion, pay to
Mr. Tobaccowalla lower remuneration than the maximum remuneration hereinbefore stipulated and revise the
same from time to time, within the maximum limits stipulated. The terms of remuneration payable to
Mr. Tobaccowalla shall be in compliance with the provisions of Sections 198, 269, 309 and 310 of the Act read
with Schedule XIII to the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized from time to
time to amend, alter or otherwise vary the terms and conditions of the appointment of Mr. Tobaccowalla
including remuneration, provided that such remuneration shall not exceed the maximum limit for payment of
remuneration as may be admissible to him, within the overall limits specified in the Act, and as existing or as
amended, modified or re-enacted from time to time by the Government of India, as the Board may deem fit.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such
acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable,
in order to give effect to this resolution.”
5
7.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT Mr. Uday Khanna who holds office as Additional Director up to the date of this Annual
General Meeting in terms of Section 260 of the Companies Act, 1956 (“the Act”) and is eligible for appointment,
and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257
of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”
8.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT Mr. Sunil Madhok who holds office as Additional Director up to the date of this Annual
General Meeting in terms of Section 260 of the Companies Act, 1956 (“the Act”) and is eligible for appointment,
and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257
of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”
9.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any,
of the Companies Act, 1956 (“the Act”) read with Schedule XIII to the Act, consent of the Company be and is
hereby accorded to the appointment of Mr. Sunil Madhok as a Whole-time Director designated as Executive
Director, Business Operations of the Company for a period of 3 years with effect from May 21, 2012 or till the
date of his retirement as per the rules of the Company, whichever is earlier, and to his receiving remuneration,
payments, perquisites and amenities from that date as given below:
A.
Salary, Fixed Allowances and Bonus/Performance Linked Incentives:
The aggregate of Salary, Fixed Allowances and Bonus/Performance Linked Incentives payable to
Mr. Sunil Madhok shall be subject to a maximum limit of ` 1,50,00,000/- (Rupees One Crore and
Fifty Lakhs Only) per annum.
B.
Perquisites, Benefits and Amenities:
In addition to the above mentioned Salary, Fixed Allowances and Bonus/Performance Linked Incentives,
Mr. Madhok shall be entitled to the following perquisites, benefits and amenities:
(a) Residential Accommodation:
Residential accommodation together with amenities, facilities, utilities such as gas, water, electricity,
etc. as may be approved by the Board of Directors of the Company from time to time.
In
case
the
Company
owned/leased
accommodation
is
not
provided,
Mr. Madhok shall be entitled for House Rent Allowance subject to the maximum limit of
` 20,00,000/- (Rupees Twenty Lakhs Only) per annum.
(b) Conveyance:
Use of car for official and personal use, with the Company meeting all running, maintenance,
repair and other expenses in respect thereof.
(c) Communication Expenses:
Mr. Madhok will be entitled to reimbursement of communication expenses as per the rules of the
Company.
(d) Medical Expenses:
Reimbursement of medical expenses incurred for Mr. Madhok, his wife and children (family) as per
the rules of the Company.
(e) Leave and Leave Travel Assistance:
Leave as per the rules of the Company. Leave Travel Assistance for Mr. Madhok and family once
in a year as per the rules of the Company.
6
(f)
Club Membership:
Entrance fees and monthly subscription fees for not more than one club.
(g) Personal Accident Insurance, Group Term Assurance and Hospitalization Coverage:
As per the rules of the Company.
(h) Provident Fund:
Contribution to the Company’s Provident Fund Scheme, in accordance with the rules of the Scheme.
(i)
Gratuity:
(j)
Reimbursement of Expenses:
Contribution to Gratuity fund as per the rules of the Company.
Mr. Madhok will also be entitled to reimbursement of expenses incurred by him for the purposes of
the business of the Company.
(k) Such other benefits, amenities and perquisites as are available to other senior executives of the
Company or as the Board of Directors of the Company may determine from time to time.
Provision of car for use of Company’s business will not be considered as perquisites. Perquisites shall
be valued in accordance with Income-Tax Rules, 1962, wherever applicable.
C.
Minimum Remuneration:
The remuneration determined by the Board of Directors of the Company within the limits specified in
sub-paragraph A above, and the perquisites, benefits and amenities specified in sub-paragraph B above
shall be paid and allowed to Mr. Madhok during his tenure of office as Whole-time Director of the Company,
notwithstanding the absence or inadequacy of profits in any financial year.
RESOLVED FURTHER THAT the Board of Directors of the Company may, in its discretion, pay to Mr. Madhok
lower remuneration than the maximum remuneration hereinbefore stipulated and revise the same from time to
time, within the maximum limits stipulated. The terms of remuneration payable to Mr. Madhok shall be in
compliance with the provisions of Sections 198, 269, 309 and 310 of the Act read with Schedule XIII to the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized from time to
time to amend, alter or otherwise vary the terms and conditions of the appointment of Mr. Madhok including
remuneration, provided that such remuneration shall not exceed the maximum limit for payment of remuneration
as may be admissible to him, within the overall limits specified in the Act, and as existing or as amended,
modified or re-enacted from time to time by the Government of India, as the Board may deem fit.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such
acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable,
in order to give effect to this resolution.”
10. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT Mr. Vivek Dhariwal who holds office as Additional Director up to the date of this Annual
General Meeting in terms of Section 260 of the Companies Act, 1956 (“the Act”) and is eligible for appointment,
and in respect of whom the Company has received a notice in writing from a member pursuant to Section 257
of the Act, proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”
11. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and other applicable provisions, if any,
of the Companies Act, 1956 (“the Act”) read with Schedule XIII to the Act, consent of the Company be and is
hereby accorded to the appointment of Mr. Vivek Dhariwal as a Whole-time Director designated as Executive
Director, Technical Operations of the Company for a period of 5 years with effect from May 21, 2012 and to his
receiving remuneration, payments, perquisites and amenities from that date as given below:
A.
Salary, Fixed Allowances and Bonus/Performance Linked Incentives:
The aggregate of Salary, Fixed Allowances and Bonus/Performance Linked Incentives payable to
Mr. Dhariwal shall be subject to a maximum limit of ` 1,50,00,000/- (Rupees One Crore and Fifty Lakhs
Only) per annum.
7
B.
Perquisites, Benefits and Amenities:
In addition to the above mentioned Salary, Fixed Allowances and Bonus/Performance Linked Incentives,
Mr. Dhariwal shall be entitled to the following perquisites, benefits and amenities:
(a) Residential Accommodation:
Residential accommodation together with amenities, facilities, utilities as may be approved by the
Board of Directors of the Company from time to time. In case the Company owned/leased
accommodation is not provided, Mr. Dhariwal shall be entitled for House Rent Allowance subject to
the maximum limit of ` 20,00,000/- (Rupees Twenty Lakhs Only) per annum.
(b) Conveyance:
Mr. Dhariwal will be entitled to use of car for official and personal use and/or conveyance allowance
as per rules of the Company.
(c) Communication Expenses:
Mr. Dhariwal will be entitled for reimbursement of communication expenses as per the rules of the
Company.
(d) Medical Expenses:
Reimbursement of medical expenses incurred for Mr. Dhariwal, his wife and children (family) as per
the rules of the Company.
(e) Leave and Leave Travel Assistance:
Leave as per the rules of the Company. Leave Travel Assistance for Mr. Dhariwal and family once
in a year as per the rules of the Company.
(f) Club Membership:
Entrance fees and monthly subscription fees for not more than one club.
(g) Personal Accident Insurance, Group Term Assurance and Hospitalization Coverage:
As per the rules of the Company.
(h) Provident Fund:
Contribution to the Company’s Provident Fund Scheme, in accordance with the rules of the Scheme.
(i) Gratuity:
Contribution to Gratuity fund as per the rules of the Company.
(j)
Reimbursement of Expenses:
Mr. Dhariwal will be entitled to reimbursement of expenses incurred by him for the purposes of the
business of the Company.
(k) Such other benefits, amenities and perquisites as are available to other senior executives of the
Company or as the Board of Directors of the Company may determine from time to time.
Provision of car for use of Company’s business will not be considered as perquisites. Perquisites shall
be valued in accordance with Income-Tax Rules, 1962, wherever applicable.
C.
Minimum Remuneration:
The remuneration determined by the Board of Directors of the Company within the limits specified in
sub-paragraph A above, and the perquisites, benefits and amenities specified in sub-paragraph B above
shall be paid and allowed to Mr. Dhariwal during his tenure of office as Whole-time Director of the Company,
notwithstanding the absence or inadequacy of profits in any financial year.
RESOLVED FURTHER THAT the Board of Directors of the Company may, in its discretion, pay to Mr. Dhariwal
lower remuneration than the maximum remuneration hereinbefore stipulated and revise the same from time to
time, within the maximum limits stipulated. The terms of remuneration payable to Mr. Dhariwal shall be in
compliance with the provisions of Sections 198, 269, 309 and 310 of the Act read with Schedule XIII to the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized from time to
time to amend, alter or otherwise vary the terms and conditions of the appointment of Mr. Dhariwal including
remuneration, provided that such remuneration shall not exceed the maximum limit for payment of remuneration
as may be admissible to him, within the overall limits specified in the Act, and as existing or as amended,
modified or re-enacted from time to time by the Government of India, as the Board may deem fit.
8
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such
acts, deeds, matters and things, as in its absolute discretion, may consider, necessary, expedient or desirable,
in order to give effect to this resolution.”
Notes:
1.
The Explanatory statement pursuant to Section 173 of the Companies Act, 1956 in respect of Item Nos. 5 to 11
is annexed hereto.
2.
The Register of Members and the Share Transfer Books of the Company will remain closed from Thursday,
July 26, 2012 to Thursday, August 2, 2012 (both days inclusive) for the purpose of payment of dividend.
3.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE
PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE
COMPANY.
The instrument appointing Proxy, duly completed and signed, must be deposited at the Registered Office of the
Company not less than 48 hours before the Meeting.
4.
The members/proxies are requested to bring their copy of the Annual Report to the Meeting along with dulyfilled in Attendance Slips for attending the Meeting.
5.
You are requested to note that the Members have by requisite majority approved the sale and transfer of the
Animal Health Business of the Company to its wholly-owned subsidiary, Pfizer Animal Pharma Private Limited
through Postal Ballot on March 26, 2012. The results of the Postal Ballot are mentioned in the Corporate
Governance Report that forms a part of this Annual Report.
6.
The members seeking any information with regard to accounts are requested to write to the Company at an
early date to enable the Management to keep the information ready.
7.
In compliance with new Clause 5A. II of the Listing Agreement, the Company has sent three reminders to all
shareholders whose shares remain unclaimed with the Company and is in the process to transfer the same to
an Unclaimed Suspense Account and dematerialize the same.
8.
The Reserve Bank of India vide its circular dated July 29, 2009, had instructed banks to move to the
National-Electronic Clearing Services (N-ECS) platform. Members are requested to note that in order to avoid
any loss/interception in postal transit and also to get prompt credit of dividend through N-ECS, they should
submit their details to the Company’s Registrar & Transfer Agents, M/s. Karvy Computershare Pvt. Ltd. by July
25, 2012. In order to avail the facility of N-ECS, Members holding shares in physical form are requested to
furnish their Core Banking Account Number to the Company’s Registrar & Transfer Agents, M/s. Karvy
Computershare Pvt. Ltd. along with blank cancelled cheque by July 25, 2012. Members (Beneficiaries) holding
scrip of the Company in dematerialized mode should intimate change in their bank details to their Depository
Participant (DP) furnishing their details with the correct 9 digit MICR code of their bank along with blank
cancelled cheque.
9.
Members (Beneficiaries) holding shares in dematerialized mode are requested to note that the bank details
furnished by them to their respective Depository Participants will be printed on their Dividend Warrants, if not
opted for N-ECS. This is pursuant to the SEBI directive vide Circular No. D&CC/FITTC/CIR-4/2001 dated
13.11.2001.
10. In compliance with Sections 205A and 205C of the Companies Act, 1956, unclaimed dividend for the year
ended November 30, 2004 has been transferred to the “Investor Education and Protection Fund” (IEPF)
established by the Central Government. Members shall not be able to register their claim in respect of their
unencashed dividend with regard to the said dividend. Unclaimed dividend for all the subsequent years will be
transferred to the “Investor Education and Protection Fund” according to the statutory stipulations. Members are
requested to contact the Company’s Registrars and Transfer Agents, M/s. Karvy Computershare Pvt. Ltd. in
respect of their outstanding dividends for the succeeding years.
11. Members may note that Securities and Exchange Board of India (SEBI) has vide its Circular dated January 7,
2010 made it mandatory to furnish a copy of PAN Card in the following cases:
(i)
Deletion of name of deceased shareholder(s), where the shares are held in the name of two or more
shareholders.
9
(ii)
Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder of shares.
(iii) Transposition of shares – when there is a change in the order of names in which physical shares are held
jointly in the name of two or more shareholders.
12. The Ministry of Corporate Affairs has announced a “Green Initiative in Corporate Governance” thereby allowing
paperless compliance through electronic mode. The Company supports this environment friendly initiative of the
Government of India and proposes to send notices for General Meetings/Annual Reports/Other Shareholder
Communication through electronic mode to the e-mail addresses which are registered for this purpose from
time to time.
Members are requested to take advantage of this initiative and register their e-mail address with the Company.
By Order of the Board of Directors of Pfizer Limited
Mumbai, June 28, 2012
Prajeet Nair
Company Secretary
Registered Office:
Pfizer Centre, Patel Estate, Off S.V. Road,
Jogeshwari (W), Mumbai – 400 102.
Profile of Mr. Pradip Shah, Director being re-appointed, as required under Clause 49 of the Listing Agreement:
Mr. Pradip Shah was appointed as a Director liable to retire by rotation by the shareholders at the 58th Annual
General Meeting held on April 15, 2009. Mr. Shah is liable to retire by rotation at the 61st Annual General Meeting
and, being eligible, offers himself for re-appointment.
The information required to be furnished under the Code of Corporate Governance is given hereunder:
Mr. Shah holds a MBA from the Harvard Business School. He is also a Chartered Accountant and a Cost Accountant
and ranked first in India in the Chartered Accountancy Examination.
Mr. Shah is the ex-Managing Director of CRISIL, India’s first and the largest credit rating agency. Prior to founding
CRISIL, Mr. Shah assisted in founding the Housing Development Finance Corporation (HDFC) in 1977.
Mr. Shah has also served as a consultant to USAID, the World Bank and the Asian Development Bank. Mr. Shah is
a Director on the Board of several reputed companies. He is also a member of managing committees of two
chambers of commerce. Mr. Shah is presently the Chairman of Indasia Fund Advisors Pvt. Ltd.
Mr. Pradip Shah does not hold any shares in the Company either in his name or for other persons on a beneficial
basis.
Mr. Pradip Shah is 59 years old and is the Chairman/Director of the following other Indian public limited companies
and Chairman/Member of following other Board Committees as on March 31, 2012:
Name of Company
10
Designation
Chairmanship/Membership of
Audit Committee of Board
BASF India Limited
Director
Member
Godrej & Boyce Mfg. Co. Limited
Director
-
Grindwell Norton Limited
Director
-
Kansai Nerolac Paints Limited
Director
Chairman
KSB Pumps Limited
Director
-
Mukand Limited
Director
-
Panasonic Energy India Co. Limited
Director
Member
Reid & Taylor (India) Limited
Director
-
Shah Foods Limited
Chairman
-
Sonata Software Limited
Chairman
Member
Tata Investment Corporation Limited
Director
Member
Wyeth Limited
Chairman
-
Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 (“the Act”)
Item Nos. 5 & 6:
The Board of Directors of the Company at their meeting held on June 28, 2012 appointed Mr. Aijaz Tobaccowalla as
Additional Director of the Company with effect from June 28, 2012. In terms of Section 260 of the Act,
Mr. Tobaccowalla will hold office up to the date of this Annual General Meeting.
The Company has received a notice pursuant to Section 257 of the Act from a member together with requisite
deposit proposing Mr. Tobaccowalla candidature as a Director.
The Board of Directors of the Company at their meeting held on June 28, 2012 also appointed Mr. Tobaccowalla as
the Managing Director of the Company for a period of three years with effect from August 16, 2012 on such
remuneration, payments, perquisites, benefits and amenities as set out in the Resolution at Item No. 6 of the Notice
of the Meeting. The said appointment is subject to the approval of the shareholders at the Annual General Meeting
of the Company and approval of the Central Government.
The information required to be furnished under the Code of Corporate Governance is given hereunder:
Mr. Tobaccowalla is 45 years old and is a non-resident. Mr. Tobaccowalla is a Science graduate with a major in
Computer Science and a minor in Mathematics. Mr. Tobaccowalla also holds a Masters Degree in Business
Administration from the Stern School of Business, New York University. Mr. Tobaccowalla is an experienced global
leader and has worked in the United States, Europe and Asia supporting established and emerging markets.
Mr. Tobaccowalla has expertise in the area of Business Technology and is a strategist with global capability. He has
designed and delivered consistent results in a global marketplace including areas of Business Intelligence, Sales
Force Automation, R&D systems, ERP, e-Business and Manufacturing Systems. Mr. Tobaccowalla has held positions
of increasing responsibility in Pfizer Inc., USA, the latest being the position of Senior Vice President, Worldwide
Biopharmaceutical and Commercial Business Technology, where he was inter alia responsible for the Global,
Commercial and Clinical Information Organization supporting all Pfizer Business Units and Pfizer’s Digital and Mobile
team.
Mr. Tobaccowalla is a Director on the Board of Wyeth Limited. Mr. Tobaccowalla has also been appointed as the
Managing Director of the said Company with effect from August 16, 2012.
Mr. Tobaccowalla does not hold any shares in the Company either by himself or for any other person on a beneficial
basis.
The Board recommends the resolutions as set out at Item Nos. 5 and 6 of the Notice for the approval of the
members.
The given particulars of his appointment and remuneration as set out at No. 6 of the Notice may be treated as an
abstract pursuant to Section 302 of the Act.
A copy of draft Agreement to be entered into between the Company and Mr. Tobaccowalla will be available for
inspection by any member of the Company at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m.
on any working day of the Company.
Mr. Tobaccowalla is deemed to be interested in these resolutions as it concerns him. No other Director is concerned
or interested in the passing of these resolutions.
Item No. 7:
The Board of Directors of the Company at their meeting held on May 21, 2012 appointed Mr. Uday Khanna as
Additional Director of the Company with effect from May 21, 2012. In terms of Section 260 of the Act, Mr. Khanna
will hold office up to the date of this Annual General Meeting.
The Company has received a notice pursuant to Section 257 of the Act from a member together with requisite
deposit proposing Mr. Khanna’s candidature as a Director.
The information required to be furnished under the Code of Corporate Governance is given hereunder:
Mr. Khanna is a Chartered Accountant. Mr. Khanna is the Chairman of Lafarge India Private Limited and also
Chairman of Bata India Limited. Prior to this he was the Managing Director and CEO of Lafarge India
11
till July 2005. Mr. Khanna joined the Lafarge Group in Paris on June 1, 2003 as Senior Vice President for Group
Strategy, after a long experience of almost 30 years with Hindustan Lever Ltd. / Unilever in a variety of financial,
commercial and general management roles both nationally and internationally. Mr. Khanna’s last position before
joining Lafarge, was Senior Vice President Finance, Unilever - Asia, based in Singapore. Mr. Khanna has earlier been
on the Board of Hindustan Lever Ltd. (Hindustan Unilever Ltd.) as Director - Exports. Mr. Khanna has also worked as
Vice Chairman of Lever Brothers in Nigeria and General Auditor for Unilever-North America based in the USA.
Mr. Khanna was the President of the Indo-French Chamber of Commerce & Industry in 2008 and 2009 and is
currently Vice President of the Bombay Chamber of Commerce & Industry and on the Managing Committee of the
Associated Chamber of Commerce & Industry.
Mr. Khanna is 62 years old and is the Chairman/Director of the following other Indian public limited companies and
Chairman/Member of following other Board Committees:
Name of Company
Designation
Chairmanship/Membership of
Audit Committee of Board
Bata India Limited
Chairman
Member
Castrol India Limited
Director
Chairman
Mr. Khanna does not hold any shares in the Company either in his name or for other persons on a beneficial basis.
The Board recommends the resolution set out at Item No. 7 of the Notice for the approval of the Members.
Mr. Khanna is deemed to be interested in this resolution as it concerns him. No other Director is concerned or
interested in the passing of this resolution.
Item Nos. 8 & 9:
The Board of Directors of the Company at their meeting held on May 21, 2012 appointed Mr. Sunil Madhok as an
Additional Director of the Company with effect from May 21, 2012. In terms of Section 260 of the Act, Mr. Madhok
will hold office up to the date of this Annual General Meeting.
The Company has received a notice pursuant to Section 257 of the Act from a member together with requisite
deposit proposing Mr. Madhok’s candidature as a Director.
The Board of Directors of the Company at their meeting held on May 21, 2012 appointed Mr. Madhok as a Wholetime Director designated as Executive Director, Business Operations of the Company for a period of 3 years with
effect from May 21, 2012 or till the date of his retirement as per the rules of the Company, whichever is earlier, on
such remuneration, payments, perquisites, benefits and amenities as set out in the Resolution at Item No. 9 of the
Notice of the Meeting. The said appointment is subject to the approval of the shareholders at the Annual General
Meeting of the Company.
The information required to be furnished under the Code of Corporate Governance is given hereunder:
Mr. Madhok holds a Bachelors Degree in Science and PGDM in Business Management. Mr. Madhok has been
associated with Pharmaceutical Industry for close to four decades with experience across the country. Mr. Madhok
has varied experience at different levels of responsibility and has managed the Pharmaceutical Business in both
Human as well as Animal Health space. Mr. Madhok joined Pfizer Limited in 1976 as a Professional Sales Officer.
Mr. Madhok was promoted as District Manager in 1981 and Regional Business Manager in 1990 in the Pharma
Division. In 1994, he moved to the Animal Health Division as National Sales Manager. Mr. Madhok served the Animal
Health Division as General Manager and Senior Director until 2008, when he returned to Pharma Division as Senior
Director, Asia Strategy. Mr. Madhok was appointed Senior Director, Business Operations in February 2009.
Before joining the Company, Mr. Madhok was associated with Alembic Chemical Works Limited for a period of
5 years.
Mr. Madhok is 59 years old and does not hold Directorship in any other Company.
Mr. Madhok holds 164 equity shares of ` 10/- each in the Company.
The Board recommends the resolutions as set out at Item Nos. 8 and 9 of the Notice for the approval of the members.
The given particulars of his appointment and remuneration as set out at No. 9 of the Notice may be treated as an
abstract pursuant to Section 302 of the Act.
12
A copy of draft Agreement to be entered into between the Company and Mr. Madhok will be available for inspection
by any member of the Company at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any
working day of the Company.
Mr. Madhok is deemed to be interested in these resolutions as it concerns him. No other Director is concerned or
interested in the passing of these resolutions.
Item Nos. 10 & 11:
The Board of Directors of the Company at their meeting held on May 21, 2012 appointed Mr. Vivek Dhariwal as
Additional Director of the Company with effect from May 21, 2012. In terms of Section 260 of the Act, Mr. Dhariwal
will hold office up to the date of this Annual General Meeting.
The Company has received a notice pursuant to Section 257 of the Act from a member together with requisite
deposit proposing Mr. Dhariwal’s candidature as a Director.
The Board of Directors of the Company at their meeting held on May 21, 2012 appointed Mr. Dhariwal as a Wholetime Director designated as Executive Director, Technical Operations of the Company for a period of 5 years with
effect from May 21, 2012 on such remuneration, payments, perquisite, benefit and amenities as set out in the
Resolution at Item No. 11 of the Notice of the Meeting. The said appointment is subject to the approval of the
shareholders at the Annual General Meeting of the Company.
The information required to be furnished under the Code of Corporate Governance is given hereunder:
Mr. Dhariwal holds a Bachelors Degree in Chemical Engineering from the Indian Institute of Technology, Mumbai and
a Masters Degree in Chemical Engineering from the University of Kentucky, Lexington, USA.
Mr. Dhariwal has substantial expertise and experience in manufacturing and supply chain management. Mr. Dhariwal
has a wide range of Industrial experience in Pharmaceuticals, Agrochemicals, Speciality Chemicals and Bulk and
Heavy Chemicals. Mr. Dhariwal was earlier the Director, Manufacturing at Baxter (India) Private Limited and was
responsible for India and Philippine markets. Mr. Dhariwal has held senior positions in Baxter (India) Private Limited
and ICI Plc, U.K.
Mr. Dhariwal is 45 years old and is the Director of the following other Indian public limited companies and Chairman/
Member of following other Board Committees:
Name of Company
Designation
Chairmanship/Membership of
Audit Committee of Board
Wyeth Limited
Director
Nil
Mr. Dhariwal does not hold any shares in the Company either in his name or for other persons on a beneficial basis.
The Board recommends the resolutions as set out at Item Nos. 10 and 11 of the Notice for the approval of the
members.
The given particulars of his appointment and remuneration as set out at No. 11 of the Notice may be treated as an
abstract pursuant to Section 302 of the Act.
A copy of draft Agreement to be entered into between the Company and Mr. Dhariwal will be available for inspection
by any member of the Company at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any
working day of the Company.
Mr. Dhariwal is deemed to be interested in these resolutions as it concerns him. No other Director is concerned or
interested in the passing of these resolutions.
By Order of the Board of Directors of Pfizer Limited
Mumbai, June 28, 2012
Registered Office:
Pfizer Centre, Patel Estate, Off S.V. Road,
Jogeshwari (W), Mumbai – 400 102.
Prajeet Nair
Company Secretary
13
DIRECTORS’ REPORT including Management Discussion and Analysis Report
TO THE MEMBERS
DIVIDEND
st
Your Directors have pleasure in presenting this 61
Annual Report together with the Audited Accounts for
the year ended March 31, 2012. The Report reviews
the Company’s operations covering Pharmaceutical and
Animal Health Products. The audited figures given
hereunder for the financial year under review and the
previous period are not comparable, as the current period
is for 12 (twelve) months from 1 st April, 2011 to
31st March, 2012, while the previous period was for a
period of 16 (sixteen) months from 1st December, 2009
to 31st March, 2011. The prior year’s figures in the
financial statements have been regrouped/re-arranged
where necessary.
Your Directors recommended a dividend of `12.50 per
share (125%) for the period under review. The dividend
payout will aggregate to ` 3730 Lakhs and the tax on
distributed profits payable by the Company would
amount to ` 605 Lakhs.
FINANCIAL RESULTS
Your Company’s net sales were ` 101730 Lakhs
recording a growth of 13% on an annualised basis. Your
Company achieved a Net Profit of ` 18461 Lakhs
showing an increase of 8.75% on an annualized basis.
` in Lakhs
Particulars
Year ended
March 31, 2012
16 Months Period
ended March 31, 2011
101730
116956
Operating and Other Income
16870
17579
Profit Before Tax and Exceptional Items
27790
34764
(37)
(303)
27753
34461
9447
12631
—
—
(155)
(804)
Profit After Tax
18461
22634
Balance of Profit from Prior Years
89977
75329
Surplus available for Appropriation
108438
97963
1846
2263
—
3730
3730
1194
605
799
102257
89977
Sales (Net of Excise Duty & Sales Tax)
Exceptional Items (Expenses)/Income
Profit Before Tax
Less: Taxation
- Current Tax
- Fringe Benefit Tax
- Deferred Tax (Credit)/Debit
Appropriations:
Transfer to General Reserve
Interim Dividend
Proposed Dividend
Tax on Dividend (proposed dividend & interim dividend)
Balance carried to Balance Sheet
14
KEY STATISTICS
30
27.50#
15.00
25
22.50*
10.00
20
40000
140000
33893
16.50@
120000
15
12.50
12.50
12.50
12.50
12.50
29912
101730
100000
10
35000
116956
30000
25000
22634
77227
80000
5
60000
0
40000
Nov 06 Nov 07 Nov 08 Nov 09
Mar 11
67266
18461
67771
20000
15000
13688
10000
Mar 12
20000
Special Dividend
0
5000
Nov-07
Nov-08
Nov-09
Mar-11
0
Mar-12
437.17
460
389.84
420
333.22
380
301.46
340
300
217.37
260
220
180
140
100
60
20
140000
130000
120000
110000
100000
90000
80000
70000
60000
50000
40000
30000
20000
10000
0
Nov-07
Nov-08
Nov-09
Mar-11
Mar-12
120
110
100
90
80
70
60
50
40
30
20
10
0
32
113.58
100.24
28
27.50
24
75.85
61.87
45.87
12.50
12.50
12.50
12
8
4
Nov-07
Nov-08
Nov-09
Mar-11
4%
Mar-12
0
Material Cost
30%
Personnel Costs
Manufacturing &
Other expenses
99433
89956
16
16.50
12%
130469
116344
20
8%
Interest & Depreciation
64571
*
Exceptional items - net
*(Negligible)
1%
Taxes
Dividend
16%
Nov-07
Nov-08
Nov-09
Mar-11
Mar-12
Reserves
29%
15
PHARMA INDUSTRY OVERVIEW & OUTLOOK
India is at an exciting phase where the challenging
dynamics of growth provide opportunities to innovate
and progress. As a country, we continue to battle inflation
with Gross Domestic Product (GDP) growth projected
to dip below 6.9 percent in 2011-12 from 8.4 percent
growth achieved during the two preceding years. The
pharmaceutical industry however retains a healthy growth
rate despite signs of deceleration in the larger economy.
The audited pharmaceutical market in India grew by
16.34 percent to reach USD 13.3 billion in 2011-12
(Source: IMS MAT March 2012). The retail sector
accounted for USD 11.2 billion and grew at 15.02
percent, while the hospital sector accounted for USD
1.3 billion and grew by 28.3 percent , (Source: IMS MAT
March 2012). IMS ranks Indian pharmaceutical industry
14 th in terms of value and 3 rd in volume globally
(Jan-Dec 2011).
A kaleidoscopic view of India in the coming years show
favourable demographics that will fuel the growth of the
healthcare and pharmaceutical sector - rising disposable
income levels, increasing population and shift in disease
patterns. Yet on the other hand, private expenditure on
health as a percentage of total expenditure on health is
69.7 percent (2009) as per World Health Statistics 2012
by WHO. Health care – both at primary and secondary
level will be driven by private providers. Changes in
lifestyle, morbidity patterns and increasing penetration
of private hospital based health care services will all call
for a dynamic and evolving approach to healthcare. The
pharmaceutical industry will have to seize the
opportunities and challenges that this change will
stimulate and will have to find innovative ways to address
them. Ernst & Young has forecast that India will be one
of the top 10 pharmaceutical markets in the world by
2015, along with Brazil and China.
Given the present inequities that exist in healthcare, the
pharmaceutical industry will need to consolidate its
growth story by expanding beyond cities to smaller
towns.
OPPORTUNITIES, THREATS, RISKS & CONCERNS
The Government website on ‘India – Opportunities – a
guide to do business in India’ states that ‘the
government, along with participation from the private
sector, is planning to invest USD 1 billion to USD 2
billion in an effort to make India one of the top five
global pharmaceutical innovation hubs by 2020.
This clearly emphasizes the opportunities that will unfold
for pharmaceutical sector in the coming years. Growth
drivers like increased awareness of health care
technology and focus on accessibility will drive innovation
for the industry. The promising intent shown by the
government when coupled with other pieces of the health
pie like health insurance, improved health care delivery
16
and diagnostic services can be harnessed to redefine
the contributions of pharmaceutical sector for a healthier
India.
The pharmaceutical sector will continue to attract
investments with Mergers & Acquisitions paving growth;
giving it substantial value. However, the recent
government curbs on FDI in pharma will keep the M&A
story in the background with India well missing the bus.
Policy reforms are critical to ensure the growth of the
pharmaceutical sector but the recent regulatory
uncertainties like the proposed new drug policy coupled
with the policy paralysis and economic downturn could
cripple the growth curve.
The need of the hour is to develop integrated approaches
to provide solutions that go beyond the pill and bring in
value across the health care delivery chain. The intent of
the government needs to be translated into increased
budgetary spends on healthcare, R&D, positive reforms
for the pharmaceutical sector and by ensuring
transparent processes and systems that provide a level
field for all players in the sector. Unless that happens,
reforms will be fragmented, thus denying the vast
population the benefit of innovation and research based
quality drugs that the industry can bring to the country.
REVIEW OF OPERATIONS – BUSINESS SEGMENT:
PHARMACEUTICAL
Your Company continued to record double digit growth
for the year under review and has grown faster than the
therapeutic segments in Respiratory, Pain, Neuro CNS
(Source: IMS TSA MAT MAR ‘12)
Currently, your Company is growing at 12.6% and has a
market share of 2.3% (Source: IMS-TSA MAT MAR ‘12).
As was the case last year, a significant proportion of the
growth has come from increased volumes by revitalizing
growth in core brands. Our current portfolio includes
some of India’s best known brands, with six of our key
brands being in the list of top 100 brands in the industry.
Your Company’s aggressive investment in geographic
expansion, increased focus on key prescribers and
emphasis on performance management has resulted in
increased market share of these brands.
The pharmaceutical division has been aligned and is
better positioned to address our customer needs. In
addition to new products, your Company also entered
into chronic segments such as neuroscience which is
one of the fastest growing markets in India. Given the
high prevalence of neuropsychiatric illness and low
awareness and diagnosis, this segment can drive growth
for your Company. The Pfizer Neuroscience team have
a 150 strong field force with an augmented and fortified
portfolio consisting of branded generics and global
brands.
The business imperative of the Rx to OTC Business Unit
(BU) is to engage three stakeholders - doctors, trade
channel partners like stockists, pharmacies and
consumers through a revitalized and augmented Rx to
OTC portfolio for wellness and common ailments. This
BU has a presence in Gastro, Cough, Food Supplement
and Personal Care. The key growth drivers for this BU
are lifecycle management of existing mature products
like Gelusil and Corex Dx, launch of new Branded Value
Offerings (BVOs) to augment the portfolio, focus on
customer reach and customer engagement.
Some of the Company’s established brands like Corex,
Becosules, Minipress XL, Lyrica, Gelusil showed double
digit growth. The slow down in the Anti - infective
segment impacted Magnex Growth during the year and
we expect that this trend will soon be reversed. Your
Company has launched 26 Branded Value Offerings
(BVOs) during the year under review mainly in the antiinfective, analgesic, CNS, CVS and diabetes segment.
The Pharmaceutical Segment of your Company recorded
a growth of 14%. Consequent to the global termination
of the agreement with Biocon, the Company withdrew
Insulin products from the market which had a marginal
impact on the revenue and cost.
BUSINESS SEGMENT: ANIMAL HEALTH
Indian animal health market is growing at 5% growth
rate. Dairy, Poultry and Companion animals are three
major verticals that make up more than 95% of the
market. During the financial year under review, your
Company’s Animal Health division recorded a revenue
growth of 12% on an annulized basis.
The Dairy Sector in India is one of the fastest growing in
the world, with milk production growing at a CAGR of
3.5% over the last decade. Considering the demands of
the growing population, the country is going to need
172.2 MMT of milk by 2021-22. The Government has
plans to ramp up per capita milk productivity in the
country to WHO standards, and has already initiated
the process of growth enablers, in the form of the
National Dairy Plan, with special emphasis on increasing
productivity of dairy animals, improving genetic potential
of the animals, improving access to fodder and market
penetration by creating and improving the broad-based
veterinary infrastructure in the country. These initiatives
will help in achieving the dual objective of self sufficiency
in domestic milk production and inclusive growth in rural
areas. Growth opportunities are being leveraged through
field force expansion to increase market reach.
India ranks 3rd in global egg production and 5th in global
broiler meat production.Population rise, increasing
incomes and lower prices are key growth drivers.
Growing influence of food service and retail chains on
poultry production and end-consumer preferences are
slowly shifting from live bird markets to processed and
chilled products. Biological products are a focus area of
the Poultry team.
The Companion Animal business is growing at 12% per
annum and Pfizer continues to be a major player in the
biological segment. Growth stimulators in this segment
are the need for companionship, higher disposable
income, responsible pet ownership and media attention.
Targeted focus on the top brands and improved market
penetration has yielded positive results for the business
during the year under review.
In July 2011, Pfizer Inc, USA, (“Pfizer”) the Ultimate
Holding Company, announced that it was reviewing
strategic alternatives for its global animal health business.
In connection with the strategic review Pfizer undertook
certain internal reorganization steps that were intended
to give Pfizer the broadest possible flexibility to pursue a
range of possible transactions in the future.
On April 2, 2012, your Company transferred its Animal
Health Business to its wholly owned subsidiary, Pfizer
Animal Pharma Private Limited by way of a slump sale
for a consideration of ` 440 crores, subject to adjustment
for working capital.
BUSINESS SEGMENT: SERVICES – CLINICAL
OPERATIONS
The Clinical Operations group is responsible for all clinical
trials conducted by the Company within the country.
The Clinical Operations group comprises four segments:
Study Management; India Regional Monitoring Group;
Business Operations and Clinical Quality Services. Your
Company has contributed greatly to the development of
clinical research in the country and holds a position of
leadership in this area. Initiatives such as the
establishment of preferred research centers, core
research sites and earning trust initiative helped to
establish training partnerships that are key to Pfizer’s
commitment to develop research capacity and
supporting scientific and medical professionalism.
Your Company has partnered with other pharmaceutical
companies, contract research organizations and
investigators through the Indian Society for Clinical
Research (ISCR) – a professional society aimed at raising
the standards of clinical research in the country as well
as Academy for Clinical Excellence.
MEDICAL RESEARCH DIVISION:
Medical Affairs and Research (MAR) Division consists of
about 50 medical doctors that represent the medical
conscience of your Company and they support scientific
presentations to the medical community, investigatorinitiated research, medical information, design of local
clinical programs and scientific engagements with
physicians to the product training of sales force and
new product evaluations.
17
The medical team is responsible for ensuring compliance
of promotional practices to international and local industry
standards as well as regulatory requirements. The team
also provides medical support to regulatory registration
as well as safety review and labeling activities.
Notable contributions have been made by MAR Division
in evaluation, differentiation and positioning of Branded
Value Offerings and medico-marketing activities for inline and line extensions.
This year, a team of Medical Research Specialists was
taken on board to focus on knowledge dissemination to
clinicians and improve health outcomes for patients. The
key initiatives of the MAR Division were focused around
World Kidney Day in March, World Hypertension Day in
May, World Heart Day in September and World Diabetes
Day in November. Around these days, activities like
patient awareness camps, Continuous Medical Education
(CME) programs and educational sessions were
conducted in institutions and teaching hospitals. By
associating with these events throughout the year, the
Company emphasized on the management of
hypertension and also on protecting the vital organs
that may be affected by hypertension thus projecting
our vision of working together for a healthier world. A
novel concept of antibiotic stewardship was disseminated
this year by conducting international speaker programs
and advisory board meetings. The Medical Division also
contributed to overall leadership development in
physicians through LOGOS initiative and a number of
other therapy shaping activities.
Noteworthy contributions were made for the Rx to OTC
BU through initiation of CMEs for their doctors for the
first time on “Clinical Insights – Cough Management”,
which was highly appreciated by the physicians.
HUMAN RESOURCES DIVISION
Globally, the HR function was involved in redesigning
the HR structure and processes to make the function
more agile and adaptable to deliver HR solutions to the
business. Some of the initiatives made are HR Operating
Model, Global Shared Service, Talent Acquisition, OWN
IT Culture. While being aligned to our budgetary
commitments, we are also committed to standardization,
automation and consolidation of processes to efficiently
and effectively manage an increasing workforce across
multiple locations.
Diversity
To further the objective of Diversity through Women’s
Allies (DIWA), a three-year-old program to harness the
unique potential of women, your Company established
an India Women’s Council. It has three work streams –
one focused on attracting and engaging women in sales;
and the second to engage women customers who are
18
becoming important decision makers in Indian healthcare.
The third work stream, which focuses on networking
and communication, created a women’s blog and
conducted several career guidance workshops during
the year. A training program on ‘Empowering women for
Field Force Effectiveness’ customized for women sales
colleagues has been launched with the support of
business units and enabling functions.
Talent Management Process
Your Company has a robust talent management process,
supported by on-line assessment and development
resources, to ensure that we have the right people to
take the company forward. Colleagues in the Talent Pool
are involved in high level projects identified by the
organization.
We continue our practice of infusing good talent, by
inducting Management Graduates from leading India
business schools and putting them through a year-long
structured program.
Employee Relations
Overall, Employee Relations were cordial. Your
Company’s present employee strength is 3151.
MANUFACTURING OPERATIONS
Your Company’s manufacturing is an integral part of
Pfizer Global Supply Operations which focuses its
activities towards ensuring that quality products are
available as per business requirements. With more than
150 years of manufacturing experience in markets across
the world, your Company today is one of the most
trusted names in the manufacture and supply of high
quality products in the world.
Your Company has always endeavored to bring newer
drugs to the market to improve patient health and
contribute to a better standard of living. Last year your
Company launched several new Branded Value Offerings
(BVOs) and new products.
Manufacturing operations are carried out in full compliance
with local statutory laws and Pfizer standards. The
Company’s continued focus on non-renewable resources
has created an excellent model for environmental
sustainability. There is a constant emphasis on
conservation of resources across manufacturing sites and
to reduce waste. The excellent Environment, Health and
Safety standards of the Company have earned Pfizer
India recognition in the form of ISO 14001:2004 and
OHSAS 18001:2007. The ISO 14001 certification reiterates
the Company’s focus on Environment, Health and Safety.
Your Company’s Manufacturing Operations have fully
embraced the company-wide culture initiative OWN IT,
to create an Ownership culture. This initiative will provide
us an opportunity to instill a culture where we can
maximize our potential. The new initiative revolves around
Owning the Business and Winning at the Market place
with a focus on results and creating a culture of trust.
Various initiatives such as Kaizen Schemes, Rewards
and Recognition, ‘Continuous Improvement’ programs,
now better known as Operational Excellence (OE) have
been initiated and are contributing to employee
involvement, improved efficiency and productivity. These
initiatives have resulted in successful completion of many
Yellow Belt, Green Belt and Black Belt projects. Training
and skill enhancement are also ongoing initiatives that
are the core of our manufacturing operations.
We value the confidence and faith reposed by the
patients in support of ‘Pfizer Quality’ products. We
continue to have a leading portfolio of medicines that
prevent, treat and cure diseases across a broad range
of therapeutic areas.
CORPORATE AFFAIRS
The Corporate Affairs Function (CAF) is a blend of
regulatory and policy shaping activities, coupled with
activities that fulfill the Company’s strategic role as a
conscientious Corporate. Your Company continued to
develop innovative partnership programs that
demonstrate the Company’s support to addressing the
challenges of the UN Millennium Development Goals
(MDGs). For instance, the Tuberculosis (TB) treatment
centre in an urban slum in New Delhi empowers the
disadvantaged through intensive education, ensuring
treatment compliance and reduction of stigma. In the
partnership project by your Company with OpAsha, your
Company has supported a TB centre in the urban
slums of New Delhi. The Government provides free
medicines and services under the National TB Control
Program and your Company puts in an investment that
together works to educate more than 40,000 urban slum
dwellers on the need for proper treatment against TB.
OpAsha runs several such centers across the country.
The nearly decade old Arpana Mother and Child Project
continues with its focus on holistic approach to
healthcare and economic empowerment of the
community, the Arpana Mother and Child Project’.
The program has had 94 percent coverage for its
antenatal check up activities, resulting in better all round
healthcare and awareness of health needs of pregnant
women and children less than five years of age.
The Community Pharmacy in Orissa has completed one
year and your Company in relationship with its
partners – the Micro Insurance Academy (MIA) and
Mahashakti, has demonstrated the true value of
sustainable programs that can run on Private Public
Partnership platform. The innovative program establishes
your Company’s thought leadership to develop
sustainable holistic approaches to advance healthcare
goals of the country by piloting innovative healthcare
access model making quality medicines and service
delivery available at remote areas and to empower
community in accessing health services.
The goal of The District Integrated Health & Family
Welfare Society (DIHFWS), Zilla Parishad, Thane is to
improve the availability of and access to quality health
care by people, especially for those residing in rural
areas, the poor, women and children, in accordance
with the National Rural Health Mission (NRHM). The
DIHFWS, in partnership with Impact India Foundation
(IIF) and your Company is working towards upgrading
and maintenance of the Parli Primary Health Centres
(PHCs), Parli and Mangrul Sub Centre located in Thane
District, Maharashtra. This pilot project is an outcome of
your Company’s endeavor to enable access to healthcare
to remote areas in the country.
CAF in association with OPPI, FICCI, CII and
ASSOCHAM continued its engagement of external
stakeholders on various policy issues like patents, pricing
and FDI. Abiding by the credo ‘One voice, One strategy’,
your Company made several joint representations to
senior government officials to enforce the industry
dialogue and views on several critical policy areas.
CAF oversaw charitable contributions, product donations
and participated in various initiatives to promote
corporate gover nance, environment and social
responsibility.
Your Company has been recognized as one of the Best
Companies to Work for in India by the Business TodayIndicus-PeopleStrong survey in 2011. This is the second
consecutive year in which Your Company has received
this recognition from the leading business publication.
The Pharma Leaders Magazine named Your Company
as the Multinational Company of the Year 2011 and
Managing Director Mr. Kewal Handa as the Business
Leader of the Year 2011.
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
Your Company has clearly laid down policies, guidelines
and procedures that form part of internal control system,
which provide for automatic checks and balances. Your
Company has maintained a proper and adequate system
of internal controls. This is to ensure that all assets are
safeguarded and protected against loss from
unauthorized use or disposition, and that transactions
are authorized, recorded and reported diligently. Your
Company’s internal control systems are commensurate
with the nature and size of its business operations.
An extensive program of Compliance, Control and Risk
Team (CCR) further supplements the Company’s internal
control systems. This is done by the CCR, which is
supported by an independent firm of chartered
19
accountants, who review the effectiveness and efficiency
of these systems and procedures. The management
periodically reviews reports of internal auditors. All
significant Internal Audit observations and follow-up
actions thereon are brought to the notice of the Audit
Committee of the Board and corrective steps
recommended for implementation. The Audit Committee
of the Board addresses significant issues raised by the
CCR, Cost Auditors and Statutory Auditors.
Your Company has a well defined Standard Operating
Procedure for identifying and mitigating risks across all
divisions of the Company. The Company periodically
identifies all risks and prioritizes the major risk and
develops appropriate plans for its mitigation. The senior
management has ownership of the major risks and its
management and mitigation plans.
The internal control system is designed to ensure that
all financial and other records are reliable for preparing
financial statements and other data, and for maintaining
accountability of assets.
DIRECTORS
In accordance with the Articles of Association of the
Company, Mr. Pradip Shah retires by rotation at the
ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
Dr. Bomi Gagrat, Executive Director - Technical
Operations, retired from the services of the Company
with effect from June 30 2011. Dr. Gagrat continued as
Non-Executive Director on the Board with effect from
July 1, 2011. Dr. Gagrat resigned from the Board with
effect from May 21, 2012. Your Directors wish to place
on record their appreciation for the valuable contributions
made by Dr. Gagrat.
The Board of Directors at their meeting held on
June 28, 2012 appointed Mr. Aijaz Tobaccowalla as
Additional Director pursuant to Section 260 of the
Companies Act, 1956 (“the Act”) who will hold office till
the date of the ensuing Annual General Meeting. The
Company has received his candidature as a Director from
a member pursuant to Section 257 of the said Act.
Mr. Tobaccowalla’s appointment is being placed before
the shareholders for their approval at the ensuing Annual
General Meeting. The information required to be furnished
under Clause 49 IV (G) of the Listing Agreement is given
in the Notice of the 61st Annual General Meeting.
Mr. Kewal Handa, resigned as the Director and Managing
Director of the Company with effect from end of day of
August 15, 2012. Your Directors wish to place on record
their appreciation for the valuable contributions made by
Mr. Handa.
The Board of Directors at the meeting held on
June 28, 2012 appointed Mr. Aijaz Tobaccowalla as the
Managing Director of the Company with effect
20
August 16, 2012. Mr. Tobaccowalla’s appointment and
remuneration will be subject to approval of the members
at the ensuing Annual General Meeting and also will be
subject to approval of the Central Government.
The Board of Directors at their meeting held on
May 21, 2012 appointed Mr. Uday Khanna as Additional
Director pursuant to Section 260 of the Act, who will
hold office till the date of the ensuing
Annual General Meeting. The Company has received his
candidature as a Director from a member pursuant to
Section 257 of the said Act. Mr. Khanna’s appointment
is being placed before the shareholders for their approval
at the ensuing Annual General Meeting. The information
required to be furnished under Clause 49 IV (G) of the
Listing Agreement is given in the Notice of the
61st Annual General Meeting.
The Board of Directors at their meeting held on
May 21, 2012 appointed Mr. Vivek Dhariwal as Additional
Director pursuant to Section 260 of the Act, who will
hold office till the date of the ensuing Annual General
Meeting. The Company has received his candidature as
a Director from a member pursuant to Section 257 of
the said Act. The Board of Directors at their meeting
held on May 21, 2012 also appointed Mr. Dhariwal as a
Whole-time Director designated as Executive Director,
Technical Operation for a period of 5 years.
Mr. Dhariwal’s appointment and remuneration are being
placed before the shareholders for their approval at the
ensuing Annual General Meeting. The information
required to be furnished under Clause 49 IV (G) of the
Listing Agreement is given in the Notice of the
61st Annual General Meeting.
The Board of Directors at their meeting held on
May 21, 2012 appointed Mr. Sunil Madhok as Additional
Director pursuant to Section 260 of the Act, who will
hold office till the date of the ensuing Annual General
Meeting. The Company has received his candidature as
a Director from a member pursuant to Section 257 of
the said Act. The Board of Directors at their meeting
held on May 21, 2012 also appointed Mr. Madhok as a
Whole-time Director designated as Executive Director,
Business Operation for a period of 3 years or till the
date of his retirement, whichever is earlier.
Mr. Madhok’s appointment and remuneration are being
placed before the shareholders for their approval at the
ensuing Annual General Meeting. The information
required to be furnished under Clause 49 IV (G) of the
Listing Agreement is given in the Notice of the
61st Annual General Meeting.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies
Act, 1956, your Directors confirm the following.
i.
In the preparation of the Annual Accounts, the
applicable accounting standards have been followed.
ii.
Your Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the
Financial Year ended March 31, 2012 and of the
profit of the Company for that period.
iii.
Your Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities.
iv.
Your Directors have prepared the attached
Statement of Accounts for the Financial Year ended
March 31, 2012, on a going ‘concern basis’.
CORPORATE GOVERNANCE
The Company has taken requisite steps to comply with
the recommendations concerning Corporate
Governance. A certificate from the Auditors of the
Company regarding compliance of conditions of
Corporate Governance as stipulated under Clause 49 of
the Listing Agreement forms part of this Report.
A separate report on Corporate Governance forms part
of this Annual Report.
SUBSIDIARY COMPANY
As per Section 212 of the Companies Act, 1956 (“the
Act”) the Company is required to attach the to Directors’
Report, Balance Sheet and Statement of Profit and Loss
of its Subsidiary. However, the Central Government has
granted general exemption from complying with Section
212 of the Act to all companies vide Notification No.5/
12/2007-CL-III dated February 8, 2011. Further In terms
of Para 11 (a) of Accounting Standard (AS 21), the
Company is not required to consolidate the accounts of
its wholly-owned subsidiary company, Pfizer Animal
Pharma Private Limited, since the control of the same is
held for a temporary period as a pre-step for subsequent
sale/divestment.
In view of the above, the Company has not consolidated
the accounts of its subsidiary, which was incorporated
on February 10, 2012, and has not attached the Directors’
Report, Balance Sheet and statement of Profit & Loss of
its Subsidiary. The statement of accounts as on March
31, 2012 and related information of the Subsidiary will be
made available upon request by any shareholders of the
Company and the Subsidiary. The statement of accounts
as on March 31, 2012 of the Subsidiary Company will be
available for inspection by any member at the Registered
Office of the Company between 11.00 a.m. to 1.00 p.m.
on any working day.
OTHER INFORMATION
As required by the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules 1988,
information pertaining to Conservation of Energy,
Technology Absorption and Exports is given as Annexure
‘I’ to this Report.
The information required under Section 217(2A) of the
Companies Act, 1956 (“the Act”) read with the Rules
framed thereunder forms part of this Report and marked
as Annexure ‘II’. However, as per provision of Section
219 (1)(b)(iv) of the Act, the Report and Accounts are
being sent to all shareholders excluding the statement
of particulars of employees under Section 217(2A) of
the Act. Any shareholder interested in obtaining a copy
of the statement may write to the Company Secretary
at the Company’s Registered Office.
AUDITORS
M/s. B S R & Co., the Company’s Auditors, will retire at
the conclusion of the ensuing Annual General Meeting.
They have given their consent to continue to act as
Auditors of the Company for the current year, if reappointed.
COST AUDITORS
Pursuant to the provisions of Section 233B of the
Companies Act, 1956, necessary application has been
submitted to the Ministry of Corporate Affairs, for the
appointment of M/s. RA & Co. as Cost Auditors to audit
the cost accounts maintained by the Company in respect
of Formulations for the year ending March 31, 2013.
The Company has filed its Cost Audit Report for the
sixteen months ended March 31, 2011 on 26 th
September, 2011 and the due date for filling the Cost
Audit Report for the financial year ended March 31,
2012 is on 27th September, 2012.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere
appreciation for the support and assistance extended
by the Company’s suppliers and business associates.
Your Directors are thankful to the esteemed shareholders
for their continued support and the confidence reposed
in the Company and its Management.
Your Directors wish to place on record their appreciation
for the support and guidance provided by its Parent
Company, Pfizer Inc., USA.
For and on behalf of the
Board of Directors of Pfizer Limited
Mumbai, June 28, 2012
R.A. SHAH
Chairman
21
ANNEXURE ‘I’ TO DIRECTORS’ REPORT
CONSERVATION OF ENERGY:
(a) Energy Conservation continues to receive top priority
in the Company. Energy audits are carried out,
consumption monitored, maintenance systems
improved and distribution losses are reduced.
Specific Energy Conservation Measures:
(i)
Installation of Heat Recovery System for Boiler.
(ii)
Replacement of Furnace Oil by Bagasse
Briquette as fuel for Boiler.
(b) Additional proposals or activities, if any:
(i) Variable Frequency Drives for additional
Equipment.
(ii) Installation of new Aeration System.
(iii) Revamping of Electrical Distribution System.
(c) Impact of measures taken:
Energy conservation measures stated above have
resulted in gradual savings.
Total energy consumption and energy conservation
per unit of production:
As per Form A of the Annexure hereunder:
FORM A
FORM FOR DISCLOSURE OF PARTICULARS WITH REGARD TO CONSUMPTION OF ENERGY
POWER & FUEL CONSUMPTION
Particulars
1)
2)
Unit
1.04.2011
to 31.12.2012
1.12.2009
to 31.03.2011
ELECTRICITY
a)
Purchased Unit
(Kwh)
4284340
6504835
b)
Total Amount
(`)
28668710
36362028
c)
Rate/Unit
(`)
6.69
5.59
13480
11400
1.21
1.45
32.05
26.68
2761.2
3453
OWN GENERATION
Through Diesel Generators
(Kwh)
Units/Litre of H.S.D.
Marginal cost/unit
(`/Kwh)
(considering only H.S.D. price)
3)
4)
BAGASSE
Quantity
(MT)
Total Amount
(`)
14873675
16248350
Avg. Rate/MT
(`)
5386.7
4705.6
Quantity
(KL)
56.528
186.62
Total Amount
(`)
2469751
6001218
Avg. Rate/KL
(`)
43690.75
32157.42
FURNACE OIL
Consumption per unit of pr
oduction:
production:
Electricity (Units)
Furnace Oil (Litres)
I.
}
ENERGY CONSERVATION MEASURES TAKEN
1.
Optimization of HVAC System Operating
Pattern.
22
Standard
There is no specific standard as the consumption per unit
depends on the product mix of basic drugs (from chemicals
and biochemical processes) and formulations (capsules, tablets,
ointments, liquids and injectibles).
II.
ADDITIONAL PROPOSALS BEING IMPLEMENTED
FOR REDUCTION OF ENERGY CONSUMPTION
1.
Rationalization of operations of Utility
Equipment.
2.
Modification in Temperature setting of Cold
Storage.
Impact of measures taken
TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION:
1.
Energy conservation measures of the types
mentioned above have resulted in savings, which
have been reflected gradually in the cost of
production.
B.
(a) The Company is allowed to use the patents
and technical know-how of Pfizer Inc., U.S.A.
Continuous adaptive research and development
of products and processes with the objective
of import substitution and cost containment in
an inflationary environment is carried out.
TECHNOLOGY ABSORPTION :
FORM B
DISCLOSURE OF PARTICULARS WITH REGARD TO
ABSORPTION:
(b) Clinical research to introduce new products
researched abroad and to discover their new
applications, better dosage recommendations
and improvements under Indian conditions is
carried out.
Research And Development (R&D):
1.
Specific areas in which R&D is carried out by the
Company.
(c) Development of ancillary technology for
packaging materials and machinery is
undertaken.
R&D is carried out in Pharmaceutical, Clinical and
Formulation Development areas.
2.
Benefits derived as a result of the above R&D.
2.
(a) Product improvements, process development,
import substitution, standardization of quality
control of formulations.
(b) New application for drugs researched abroad,
better dosage recommendations and
improvements.
3.
3.
Your Company has not imported technology during
the last 5 years reckoned from the beginning of the
financial year.
C.
FOREIGN EXCHANGE
OUTGOINGS:
1.
Activities relating to exports: Initiatives taken to
increase exports; development of new export
markets for products and services and export plans.
(b) Optimization of process parameters with
emphasis on cost control and rationalization.
4.
Expenditure on R&D
(i)
Capital
(ii)
Revenue
` in Lakhs
35.43
612.26
(iii) Total
647.69
(iv) Total R&D expenditure as
percentage of total turnover
0.64%
EARNINGS
AND
The Company is at present exporting bulk drugs to
Ireland. The Company is continuously exploring
possibilities of exporting more of its products to
different markets.
(c) Studying feasibility of using new manufacturing
technology in existing dosage forms.
(d) Development of new dosage formulations,
pharmaceutical.
Benefits derived as a result of the above efforts:
Product improvement, cost reduction, import
substitution, standardized analytical methods which
are reflected in the productivity of resources and
better quality and stability of products.
Future plan of action:
(a) Import substitution and resolving process
problems encountered in formulation
manufacturing for quality and productivity.
Efforts in brief made towards technology absorption,
adaptation and innovation:
2.
During the period under review:
(a) Foreign exchange earnings by the Company
was ` 2209.63 Lakhs.
(b) Foreign exchange expenditure (which includes
import of raw materials, spares and remittance
of dividends, etc.) was ` 11595.81 Lakhs.
For and on behalf of the
Board of Directors of Pfizer Limited
Mumbai, June 28, 2012.
R. A. SHAH
Chairman
23
Repor
nance
Reportt on Corporate Gover
Governance
I.
PFIZER’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Corporate Governance at Pfizer is not just adherence to mandatory rules and guidelines. It lies in observing the
spirit behind the letter.
Pfizer’s mission is to develop bold and innovative partnerships; reach patients who were never reached before;
provide medicines and services in an affordable manner and be recognized for having the best talent in
healthcare. We are guided by 9 Core Values in our day-to-day decision-making which reflect the enduring
character of Pfizer and its people. They appear in order as follows:
INTEGRITY
We demand of ourselves and others the highest ethical standards and that our products and
processes are of the highest quality.
RESPECT FOR PEOPLE
We recognize that people are the cornerstone of Pfizer’s success. We value our diversity as a
source of strength and are proud of Pfizer’s history of treating employees with respect and dignity.
CUSTOMER FOCUS
We are deeply committed to meeting the needs of our customers and we constantly focus on
customer satisfaction.
COMMUNITY
We play an active role in making every community in which we operate a better place to live and
work, knowing that its ongoing vitality has a direct impact on the long-term health of our business.
INNOVATION
Innovation is the key to improving health and sustaining Pfizer’s growth and profitability.
COLLABORATION
We know that to be a successful company we must work together, frequently transcending
organizational and geographic boundaries to meet the changing needs of our customers.
PERFORMANCE
We strive for continuous improvement in our performance, measuring results carefully and ensuring
that integrity and respect for people are never compromised.
LEADERSHIP
We believe that leaders empower those around them by sharing knowledge and rewarding outstanding
individual effort. We are dedicated to providing opportunities for leadership at all levels in our
organization.
QUALITY
Quality is ingrained in the work of our colleagues and in all our Values. We are dedicated to the
delivery of quality healthcare around the world. Our business practices and processes are designed
to achieve quality results that exceed the expectations of all our stakeholders.
Your Company had adopted the above 9 Core Values of its Parent Company, Pfizer Inc., USA. This approach has
helped the Company earn the trust of all its stakeholders over its long history.
24
II.
BOARD OF DIRECTORS
(a) Composition of the Board of Directors
The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board
of Directors (“the Board”). The Board at Pfizer represents an optimum mix of professionalism, knowledge
and experience. Presently the Board comprises of 4 Non-Executive Directors and 3 Executive Directors.
Mr. R.A. Shah, Mr. Pradip Shah and Mr. Uday Khanna are Non-Executive Independent Directors and
Mr. Aijaz Tobaccowalla is a Non-Executive Non Independent Director. The Chairman of the Board is a
Non-Executive Independent Director. None of the Directors are related to each other. The table set below
will explain the details:
Category of
Directorship*
as on
31/3/2012
Name
Mr. R.A. Shah (Chairman)
@
Mr. Kewal Handa (Managing Director)
Dr. Bomi Gagrat# (up to May 21, 2012)
Mr. Pradip Shah
No. of other
Directorships
as on
31/3/2012
No. of other
Committees
of which
NED (I)
13
5
No. of other
Committees
of which
Chairman
as on
31/3/2012
3
WTD
NED (NI)
2
Nil
3
Nil
Nil
Nil
NED (I)
12
4
1
2
Nil
1
1
1
Nil
Nil
Nil
1
Nil
Nil
Nil
Member
as on
31/3/2012
Additional Directors appointed after March 31, 2012^
Mr. Uday Khanna (w.e.f. May 21, 2012)
Mr. Sunil Madhok (w.e.f. May 21, 2012)
Mr. Vivek Dhariwal (w.e.f. May 21, 2012)
Mr. Aijaz Tobaccowalla
(w.e.f. June 28, 2012)
NED (I)
WTD
WTD
NED (NI)
* NED (I) - Non-Executive Director, Independent
NED (NI) - Non-Executive Director, Non-Independent
WTD
- Whole-time Director
# Dr. Bomi Gagrat retired from the services of the Company from the close of business hours on June 30,
2011 and thereafter continued on the Board as a Non-Executive Director till his resignation on May 21,
2012.
@ Mr. Kewal Handa resigned as Director and the Managing Director with effect from end of day of
August 15, 2012. Mr. Aijaz Tobaccowalla was appointed as the Managing Director with effect from
August 16, 2012.
^ Information as on the date of respective appointment.
Notes:
(1) Number of directorships/memberships held in other companies excludes directorships/memberships in
private limited companies, foreign companies, companies under Section 25 of the Companies Act,
1956, membership of managing committees of various chambers/bodies and alternate directorships.
(2) The necessary disclosures regarding committee positions have been made by all the Directors. None
of the Directors is a Member of more than 10 committees and Chairman of more than 5 committees
across all Indian public limited companies in which he is a Director. Number of chairmanships/
memberships of committees covers chairmanships/memberships of audit committee and shareholders’/
investors’ grievance committee.
(b) Board Meetings
The Board meets at least once every quarter to review the quarterly results and other items of the agenda
and, if necessary, additional meetings are held. The gap between two board meetings does not exceed four
months. The Board is apprised and informed of all the important information relating to the business of the
Company including those listed in Annexure-1A of Clause 49 of the Listing Agreement. The Chairman of the
Board, the Managing Director and the Company Secretary discuss the items to be included in the agenda
and the agenda is sent in advance to the Directors along with the draft of the relevant documents and
explanatory notes wherever required, to enable the Board to discharge its responsibilities effectively and
25
take informed decisions. Six Board Meetings were held during the period April 1, 2011 to March 31, 2012
(“financial year under review”). These were held on May 3, 2011, August 1, 2011, October 24, 2011,
January 5, 2012, January 27, 2012 and February 6, 2012. The following table gives attendance of the
Directors in the Board Meetings:
Name
Number
of Board
Meetings
held
Number
of Board
Meetings
attended
Whether
Last Annual
General
Meeting
attended
Mr. R.A. Shah
6
6
Yes
Mr. Kewal Handa
6
6
Yes
Dr. Bomi Gagrat
6
4*
Yes
Mr. Pradip Shah
6
6
Yes
* Leave of Absence was granted to Dr. Bomi Gagrat.
III. BOARD COMMITTEES
Currently, the Board has two Committees viz., the Audit Committee and the Shareholders’ Grievance Committee.
The Board decides the terms of reference of these Committees and the assignment of its Members thereof.
AUDIT COMMITTEE
The Audit Committee comprises of Mr. R.A. Shah as Chairman, Mr. Pradip Shah, Dr. Bomi Gagrat (up to
May 21, 2012) and Mr. Uday Khanna (w.e.f. May 21, 2012).
Mr. Pradip Shah and Mr. Uday Khanna are Chartered Accountants by profession. Mr. R.A. Shah is a Solicitor by
profession. Dr. Bomi M. Gagrat holds a Masters Degree and Ph.D in Science and holds a Post Graduation
Diploma in Operations Management from the Jamnalal Bajaj Institute of Management in Mumbai. All the
members of the Committee are professionals and are also financially literate within the meaning of Sub-clause (ii)
Explanation 1 of Clause 49 II (A) of the Listing Agreement.
Mr. Prajeet Nair, the Company Secretary, acts as the Secretary to the Committee.
The terms of reference of the Audit Committee include the matters specified under Sub-clauses D and E of
Clause 49 II and Disclosures under Clause 49 IV (A) of the Listing Agreement as well as Section 292A of the
Companies Act, 1956. Thus, the terms of reference of the Audit Committee are wide enough covering the
matters specified below:
1.
Oversight of the Company’s financial reporting process and the disclosure of financial information;
2.
Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditors and the fixation of audit fees;
3.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4.
Reviewing with the management the annual financial statements before submission to the Board for
approval, with particular reference to:
(a) Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s
Report in terms of Clause (2AA) of Section 217 of the Companies Act,1956;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgement by management;
(d) Significant adjustments made in the financial statements arising out of audit findings;
(e) Compliance with listing and other legal requirements relating to financial statements;
(f)
Disclosure of any related party transactions;
(g) Qualifications in the draft audit report.
26
5.
Reviewing with the management the quarterly financial statements before submission to the Board for
approval;
6.
Reviewing with the management performance of statutory and internal auditors and adequacy of the
internal control systems;
7.
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
8.
Discussion with internal auditors any significant findings and follow up thereon;
9.
Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
11. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
12. To review the functioning of the Whistle Blower mechanism of the Company;
13. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and
background, etc.
14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee also reviews the following information:
1.
Management discussion and analysis of financial condition and results of operations;
2.
Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
3.
Management letters/letters of internal control weaknesses issued by the statutory auditors;
4.
Internal audit reports relating to internal control weaknesses; and
5.
The appointment, removal and terms of remuneration of the chief internal auditor.
Four Audit Committee Meetings were held during the financial year under review and the gap between two
Meetings did not exceed four months. These were held on May 3, 2011, August 1, 2011, October 24, 2011
and January 27, 2012. The following table gives attendance of the Members in the Audit Committee
Meetings:
Name
Number of
Meetings held
Number of
Meetings attended
Mr. R.A. Shah
4
4
Mr. Pradip Shah
4
4
Dr. Bomi Gagrat
4
3*
* Leave of Absence was granted to Dr. Gagrat.
The Minutes of the Audit Committee Meetings were noted at the Board Meetings. The Chairman of the
Audit Committee was present at the 60th Annual General Meeting held on July 19, 2011.
The Managing Director, Finance Director, the Internal Auditor and the Statutory Auditors are invitees to the
Meeting.
SHAREHOLDERS’ GRIEVANCE COMMITTEE
The Shareholders’ Grievance Committee comprises of Mr. Pradip Shah, Independent Director as its Chairman,
Mr. Kewal Handa, Managing Director and Mr. Vivek Dhariwal, Whole-time Director (w.e.f. May 21, 2012).
Mr. Prajeet Nair, the Company Secretary, acts as the Secretary to the Committee and as the Compliance
Officer.
27
One Shareholders’ Grievance Committee Meeting was held on October 24, 2011.
The details of complaints received, cleared and pending during the financial year under review are given
below:
Nature of Complaints
No. of
Complaints
as on
1/4/2011
Received
during the
financial
year
under
review
Cleared/
attended
during
financial
year under
Pending
at the end
as on
31/3/2012
review
Non-receipt of dividend
Nil
64
64
Nil
Non-receipt of share certificates
after transfer/consolidation/
transmission/exchange/split/merger
Nil
9
9
Nil
Non-receipt of Annual Report
Nil
1
1
Nil
Letters from SEBI/Stock Exchanges
and Ministry of Corporate Affairs
Nil
6
6
Nil
Total
Nil
80
80
Nil
During the financial year under review, 80 complaints were received and all of them have been redressed/
answered to the satisfaction of the shareholders. No investor grievance remained unattended/pending for
more than 30 days and no request for share transfers and dematerialization received for the financial year
under review was pending for more than 30 days and 15 days respectively.
REMUNERATION TO DIRECTORS
Remuneration Committee, being a non-mandatory requirement has not been formed. There has been no
materially significant related party transactions, pecuniary relationships or transactions between Pfizer
Limited and its Directors for the financial year under review that may have a potential conflict with the
interest of the Company at large.
Remuneration to Directors: Salary, Benefits, Perquisites, Performance Linked Incentives, Sitting
Fees and Commission:
The following table gives details of remuneration paid to all Directors for the financial year under review:
(a) Executive Directors
` in Lakhs
Name
Mr. Kewal Handa
Dr. Bomi Gagrat
(up to June 30, 2011)
Total
Remuneration
Salary
Benefits and
Perquisites
Performance
Linked
Incentives
Total
1,92,89,400
1,01,09,188
46,88,300
3,40,86,888
16,85,101
33,09,595*
14,13,700
64,08,396
2,09,74,501
1,34,18,783
61,02,000
4,04,95,284
* Includes retirement benefits.
Notes:
(1) Service Contracts, Severance Fees and Notice Period:
The appointment of the Managing Director and Whole-time Director(s) is governed by the Articles
of Association of the Company and the Resolutions passed by the Board of Directors and the
members of the Company. These cover the terms and conditions of such appointment read with
the service rules of the Company.
28
In terms of the Articles of Association, resignation of a Director becomes effective upon its
acceptance by the Board. The appointment of Managing Director/Whole-time Director(s) are by
way of Board Resolution and Service/Employment contracts. These contracts are terminable by
either party by serving notice up to three months. There is no separate provision for payment of
severance fee under the resolutions/contracts governing the appointment of Managing Director
and Whole-time Director(s).
(2) Employee Stock Option Scheme:
The Company does not have any Employee Stock Option Scheme. During the financial year under
review, Mr. Kewal Handa and Dr. Bomi Gagrat were eligible for stock options granted by the
Parent Company.
(3) Performance Linked Incentive criteria:
The Company has internal norms for assessing the performance of its senior executives including
Executive Directors.
(4) Mr. Kewal Handa and Dr. Bomi Gagrat hold 302 and 200 equity shares respectively in the
Company.
(b) Non-Executive Directors
The Resident Non-Executive Directors are paid remuneration by way of commission and sitting fees.
The details of remuneration paid to Non-Executive Directors for the financial year under review are as
under:
` in Lakhs
Name
Sitting Fees
Commission
Total
Number of
shares held
Mr. R.A. Shah
1.10
10.00
11.10
3400
Mr. Pradip Shah
1.20
10.00
11.20
Nil
Dr. Bomi Gagrat
(from July 1, 2011)
0.50
10.00
10.50
200
Total
2.80
30.00
32.80
Notes:
(1) The Commission payable to Resident Indian Non-Executive Directors is decided by the Board
within the limits stipulated by the Special Resolution passed at the 58th Annual General Meeting
held on 15th April, 2009. The amount of Commission payable to each of the Resident Indian NonExecutive Director is decided by the Board on the basis of the role and responsibility as Chairman/
Member of the Board and of the Board Committee(s).
(2) Mr. R.A. Shah is a senior partner of M/s. Crawford Bayley & Co., Solicitors & Advocates, who have
a professional relationship with the Company. The fees earned by M/s. Crawford Bayley & Co.
from Pfizer Limited constitutes less than 1% of the total revenue of M/s. Crawford Bayley & Co. in
each year during the last three financial years. As per the view of the Board of Directors and the
legal opinion sought on the subject of Independence of Mr. R.A. Shah, the legal firm
M/s. Crawford Bayley & Co. does not have a material association with the Company. The professional
fees of ` 26.07 Lakhs that was paid to them during the financial year under review is not
considered material enough to impinge on the independence of Mr. R.A. Shah.
(3) Besides payment of commission and sitting fees, and dividend on equity shares held, if any, by the
Directors, no other payments have been made or transactions of a pecuniary nature entered into
by the Company with the Directors.
29
IV. SUBSIDIARY COMPANY
The Company does not have a material non-listed Indian subsidiary whose turnover or networth (i.e., Paid-up
Capital and Free Reserves) exceeds 20% of the consolidated turnover or networth respectively of the Company
and its subsidiary in the immediately preceding accounting year.
The Company monitors the performance of its unlisted 100% subsidiary, Pfizer Animal Pharma Private Limited,
inter alia, by the following means:
V.
•
The Financial Statements, in particular, the investments, if any, made by its subsidiary, are reviewed by the
Audit Committee of the Company.
•
The Minutes of the Board Meetings of its subsidiary are noted at the Board Meetings of the Company.
•
Details of significant transactions and arrangements entered into by its subsidiary are placed before the
Board of the Company as and when applicable.
CHIEF EXECUTIVE OFFICER (CEO)/CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Clause 49 (V) of the Listing Agreement, the CEO and CFO Certification of the Financial
Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting is annexed to this
Report.
VI. GENERAL BODY MEETINGS
(a) The details of the last 3 Annual General Meetings (AGMs) held are as under:
AGM
Financial Year
Date and Time
Venue of the AGM
60th
2009-2011
(16 months period from
December 1, 2009 to
March 31, 2011)
July 19, 2011
at 3.00 p.m.
Yashwantrao Chavan Pratishthan
Auditorium, General Jagannathrao
Bhosale Marg, Next to Sachivalaya
Gymkhana, Mumbai - 400 021.
59th
2008-2009
April 26, 2010
at 3.00 p.m.
58th
2007-2008
April 15, 2009
at 3.00 p.m.
All the resolutions set out in the Notices of the respective AGMs were passed by the requisite majority of
the members attending the Meeting.
(b) Special Resolutions passed at the last three Annual General Meetings
There was one Special Resolution passed at the 58th Annual General Meeting relating to the payment of
commission to the Resident Indian Non-Executive Directors.
(c) Passing of Resolutions by Postal Ballot
Pursuant to Sections 192A and 293(1)(a) of the Companies Act, 1956 and Companies (Passing of the
Resolution by Postal Ballot) Rules, 2011, the following Ordinary Resolution was passed by the Members by
way of a Postal Ballot process during the financial year ended March 31, 2012:
30
Description of the Ordinary Resolution
Approval of sale and transfer of the animal health
business of the Company by way of slump sale to Pfizer
Animal Pharma Private Limited, the wholly owned subsidiary.
Name of the Scrutinizer
Ms. Usha Ramdoss, Practicing Company Secretary
Date of Report of Scrutinizer
March 26, 2012
Date of declaration of Results/
Date of approval of Members.
March 26, 2012
Result of Postal Ballot:
Particulars
Total postal ballot forms received
No. of postal
ballot forms
No. of shares/
votes
As a % of
total valid
votes
3520
22095954
-
751
399330
-
Net valid postal ballot forms
2769
21696624
-
Postal ballot forms with assent for the Resolution
2624
21680167
99.92
Postal ballot forms with dissent for the Resolution
145
16457
0.08
Less: Invalid postal ballot forms
Result
Approved by requisite majority
There were no Special Resolutions required to be passed through Postal Ballot at the last three Annual
General Meetings. None of the Resolutions proposed for the ensuing Annual General Meeting need to be
passed by Postal Ballot.
VII. DISCLOSURES
(a) Related party transactions
The Company has not entered into any materially significant related party transactions with its Promoters,
Directors, or Management, their subsidiaries or relatives, etc. that may have potential conflict with the
interests of the Company at large.
The Company has received disclosures from the senior managerial personnel confirming that they have not
entered into any financial and commercial transactions in which they or their relatives may have a personal
interest.
Transactions with the related parties as per requirements of Accounting Standard 18 are disclosed in
Note 37 to the financial statements in the Annual Report and they are not in conflict with the interest of the
Company at large.
The Audit Committee has reviewed the related party transactions as mandatorily required under Clause 49
of the Listing Agreement. The said transactions are in the ordinary course of business and at arms length
basis.
(b) Compliances by the Company
The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory
authorities on all matters relating to capital markets during the last three years. No penalties or strictures
have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating
to the above.
(c) Code of Conduct
The Company is committed to conducting its business in conformity with ethical standards and applicable
laws and regulations. This commitment stands evidenced by Model Code of Conduct adopted by the
Board of Directors at their meeting held on December 30, 2004 which is applicable to each member of the
Board of Directors and Senior Management of the Company. The Company has received confirmations
from all the Directors and Senior Management of the Company regarding compliance with the said Code
for the financial year under review.
A certificate from Mr. Kewal Handa, Managing Director to this effect forms part of this Report. The said
Code is also posted on the website of the Company ‘www.pfizerindia.com’.
(d) Whistle Blower Policy
The Company has already put in place a mechanism for employees to report to the Management, concerns
about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or
31
Ethics Policy. The said Policy provides for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the higher levels of supervisors.
(e) Risk Management framework
The Company has in place a mechanism to inform the Board about the risk assessment and minimization
procedures and periodical review to ensure that management controls risk through means of a properly
defined framework.
(f)
Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms a part of the Directors’ Report. All matters pertaining
to industry structure and developments, opportunities and threats, segment-wise/product-wise performance,
outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational
performance and material developments in human resources are discussed in the said Report.
(g) The Company has complied with all the mandatory requirements under the Code of Corporate Governance
under Clause 49 of the Listing Agreement.
VIII. MEANS OF COMMUNICATION
Financial Results
The quarterly, half-yearly and annual financial results are generally published in ‘Business Standard’ and ‘Sakal’.
The results are also displayed on the website of the Company ‘www.pfizerindia.com’ shortly after its submission
to the Stock Exchanges. The official news releases are also displayed on the website of the Company.
Presentation to Institutional Investors/Analysts
Four tele-conferences were held during the financial year under review with Institutional Investors/Analysts on
May 4, 2011, August 4, 2011, October 25, 2011 and February 8, 2012. The transcript of the same were put on
the Company’s website ‘www.pfizerindia.com’.
IX. GENERAL SHAREHOLDER INFORMATION
Date, time and venue of the Annual General Meeting
Date
:
August 2, 2012
Time
:
3.00 p.m.
Venue
:
Yashwantrao Chavan Pratishthan Auditorium, General Jagannathrao Bhosale Marg,
Next to Sachivalaya Gymkhana, Mumbai – 400 021.
Date of Book Closure
July 26, 2012 to August 2, 2012. (Both days inclusive).
Dividend Payment Date
The Board of Directors at their meeting held on May 21, 2012 have recommended a dividend of ` 12.50/(125%) per equity share of ` 10/- each for the financial year under review.
The dividend recommended by the Board of Directors, if declared at the ensuing Annual General Meeting, shall
be deposited in a separate bank account within 5 days of its declaration and shall be paid/credited on August
16, 2012 to the account mandated by the shareholders.
Dividend will be paid to those members whose names appear in the Register of Members of the Company on
August 2, 2012 after giving effect to all valid share transfers in physical form lodged with the Company on or
before July 25, 2012. In respect of shares held in dematerialized mode, the dividend will be payable to those
beneficial owners as on the close of business hours on July 25, 2012, as per details furnished by the National
Securities Depository Ltd. and Central Depository Services (India) Ltd. for this purpose.
32
Listing on Stock Exchanges
The Company is listed on the BSE Limited and The National Stock Exchange of India Limited. The annual listing
fees have been paid and there is no outstanding payment towards the Stock Exchanges, as on date.
Stock Code
BSE Ltd. - 500680
The National Stock Exchange of India Ltd. - PFIZER EQ
Financial Year
The Company observes 1st April to 31st March as its financial year.
Financial Calendar (tentative)
First Quarter Results
:
Second week of August, 2012
Second Quarter Results
:
Second week of November, 2012
Third Quarter Results
:
Second week of February, 2013
Fourth Quarter and Annual Results
:
Last week of May, 2013
Address for Correspondence
All Shareholders’ Correspondence should be forwarded to M/s. Karvy Computershare Pvt. Ltd., the Registrar
and Transfer Agents of the Company or to the Secretarial Department of the Company at the following
addresses.
Registrar and Transfer Agents Address:
Registered Office Address:
Karvy Computershare Pvt. Ltd.
UNIT : Pfizer Limited
Plot No. 17 – 24, Vittalrao Nagar,
Near Image Hospital,
Madhapur, Hyderabad – 500 081.
Tel No.: 040 4465 5000 Fax: 040 2342 0814
E-mail: einward.ris@karvy.com
TOLL FREE NO.:
1-800-3454-001
Pfizer Limited
Pfizer Centre, Patel Estate,
Off S.V. Road, Jogeshwari (W),
Mumbai – 400 102.
Tel No.: 022 6693 2000 Fax: 022 2678 4569
E-mail: prajeet.nair@pfizer.com
Homepage: www.pfizerindia.com
Share Transfer System
The Company Secretary has been empowered by the Board for approving transfers/transmissions of shares,
split/consolidation, and other allied matters up to a limit of 1000 shares of individual items. At each meeting,
the Board is apprised of the details of transfer/transmission/issue of duplicate shares. The Company’s Registrars,
M/s. Karvy Computershare Pvt. Ltd. have adequate infrastructure to process the share transfers. The share
transfers received are processed within 15 days from the date of receipt, subject to the transfer instrument
being valid and complete in all respects. Demat requests are processed within 15 days from the date of
receipt, to give credit of the shares through the Depositories. In compliance with the Listing Guidelines, every
six months, a Practicing Company Secretary audits the System of Transfer and a Certificate to that effect is
issued.
International Securities Identification Number (ISIN)
The Company’s scrip form part of the SEBI’s Compulsory Demat Segment bearing ISIN No. INE182A01018.
Corporate Identity Number (CIN)
The Company’s CIN, allotted by the Ministry of Corporate Affairs, Government of India, is
L24231MH1950PLC008311. The Company is registered at Mumbai in the State of Maharashtra, India.
33
MARKET PRICE DATA*
The High and Low prices of the Company’s share (of the face value of `10/- each) for the financial year under
review are as below:
Month
BSE Ltd.
High (`
`)
Low (`
`)
The National Stock
Exchange of India Ltd.
`)
`)
High (`
Low (`
Apr 2011
1388.90
1215.10
1389.95
1216.25
May 2011
1387.85
1240.00
1384.90
1214.25
Jun 2011
1530.00
1201.05
1531.90
1246.60
July 2011
1636.20
1431.00
1637.90
1425.00
Aug 2011
1572.00
1320.00
1579.90
1310.95
Sep 2011
1454.90
1315.10
1499.95
1325.65
Oct 2011
1406.70
1315.05
1400.00
1308.00
Nov 2011
1360.00
1160.00
1360.00
1165.00
Dec 2011
1218.00
1071.55
1248.00
1076.20
Jan 2012
1243.90
1075.00
1278.80
1075.05
Feb 2012
1270.00
1156.10
1273.00
1142.30
Mar 2012
1265.80
1157.00
1275.00
1182.55
PERFORMANCE OF PFIZER SHARE PRICE TO BROAD BASED INDEX - BSE SENSEX, NIFTY (Indexed)
130
120
110
PFIZER^
Index
SENSEX
NIFTY
100
90
80
70
Apr-11
May-11
Jun-11
Jul-11
Aug-11
Sep-11
Oct-11
Month & Year
* Source: BSE and NSE Websites.
^ Pfizer share price on BSE.
34
Nov-11
Dec-11
Jan-12
Feb-12 Mar-12
DISTRIBUTION OF SHAREHOLDING
(a) Shareholding Pattern as on March 31, 2012:
Category of Shareholder
Number of
Shares
Percentage of
Shareholding
Promoters
Pfizer Corporation, Panama
9376100
31.42
Pfizer Investments Netherlands B.V.
8810234
29.52
Warner-Lambert Company, LLC, USA
1187163
3.98
Parke, Davis & Company, LLC, USA
955733
3.20
Pharmacia Corporation, USA
783941
2.63
21113171
70.75
1777565
5.96
15403
0.05
Sub-Total
Non-Promoters
Mutual Funds / UTI
Financial Institutions / Banks
Insurance Companies
297154
1.00
Foreign Institutional Investors
603663
2.02
Bodies Corporate
599743
2.01
5265696
17.65
Directors & Relatives
3902
0.01
Trusts
3339
0.01
300
0.00
157465
0.53
Individuals
Foreign Bodies Corporate
Non-resident Indians
Clearing Members
Sub-Total
Total
4039
0.01
8728269
29.25
29841440
100.00
(b) Class-wise Distribution of Equity Shares as on March 31, 2012:
Number of Equity
Shareholding
Number of
Shareholders
Percentage of
Shareholders
Number of
Shares
Percentage of
Shareholding
1 - 50
39080
62.80
860629
2.88
51 - 100
10661
17.13
861381
2.89
101 - 500
11070
17.79
2259818
7.57
501 - 1000
900
1.45
642557
2.15
1001 - 5000
430
0.69
793506
2.66
5001 -10000
28
0.05
209956
0.71
10001 & Above
56
0.09
24213593
81.14
62225
100.00
29841440
100.00
Total
Dematerialization of Shares and Liquidity
The shares of the Company form part of the Compulsory demat segment. The Company has established
connectivity with both the Depositories viz. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) through its Registrars, M/s. Karvy Computershare Pvt. Ltd.
35
As on March 31, 2012 the number of shares held in dematerialized and physical mode are as under:
Particulars
Number of Percentage to Numbers of
Shares
Total Capital Shareholders
Issued
Percentage to
Total Number
of Shareholders
Held in dematerialized mode in NSDL
27973186
93.74
36706
58.99
Held in dematerialized mode in CDSL
613244
2.06
7590
12.20
1255010
4.20
17929
28.81
29841440
100.00
62225
100.00
Physical mode
Total
Outstanding GDRs/ADRs/Warrants or any convertible instruments, etc.
As on date, the Company has not issued these types of securities.
Plant Location
Pfizer Ltd.
Thane Belapur Road
KU Bazar Post
Navi Mumbai - 400 705
Tel.: 022 6791 6161 Fax: 022 6791 6160
X.
NON-MANDATORY REQUIREMENTS
Shareholders’ Rights
The half-yearly financial results are published in the newspapers as mentioned above and also they are displayed
on the website of the Company. Therefore, the results were not separately circulated to all shareholders.
For and on behalf of the Board of Directors of Pfizer Limited
Mumbai, June 28, 2012
36
R. A. Shah
Chairman
Auditors’ certificate on Corporate Governance
To the Members of Pfizer Limited
We have examined the compliance of conditions of
Corporate Governance by Pfizer Limited (“the Company”)
for the year ended 31 March 2012 as stipulated in Clause
49 of the Listing Agreement of the Company with Stock
Exchanges in India.
The compliance of the conditions of Corporate
Governance is the responsibility of the Company’s
management. Our examination was limited to procedures
and implementation thereof, adopted by the Company
for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the
Company.
In our opinion, and to the best of our information and
according to the explanations given to us, we certify
that the Company has complied with the conditions of
Corporate Governance as stipulated in the above
mentioned Listing Agreement.
We further state that such compliance is neither an
assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
For B S R & Co.
Chartered Accountants
Firm’s Registration No: 101248W
Sanjay Aggarwal
Partner
Membership No: 40780
Mumbai, 28 June 2012
Certification by Chief Executive Officer (CEO) and Chief Financial Officer (CFO) pursuant to Clause
49 (V) of the Listing Agreement.
We, Kewal Handa, Managing Director and S. Sridhar,
Finance Director, in our capacity as Chief Executive
Officer (CEO) and Chief Financial Officer (CFO)
respectively of the Company hereby certify that –
a. We have reviewed the financial statements and the
cash flow statement for the financial year ended
March 31, 2012 and that to the best of our
knowledge and belief:
(i) these statements do not contain any materially
untrue statement or omit any material fact or
contain statements that might be misleading;
(ii) these statements together present a true and
fair view of the Company’s affairs and are in
compliance with existing accounting standards,
applicable laws and regulations.
b. There are, to the best of our knowledge and belief,
no transactions entered into by the Company during
the financial year which are fraudulent, illegal or
violative of the Company’s code of conduct.
c. We accept responsibility for establishing and
maintaining internal controls for financial reporting
and that we have evaluated the effectiveness of
internal control systems of the Company pertaining
to financial reporting and we have disclosed to the
Auditors and the Audit Committee, deficiencies in
the design or operation of such internal controls, if
any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.
d.
We have indicated to the Auditors and the Audit
Committee that there are no
(i) significant changes in internal control over
financial reporting during the year;
(ii) significant changes in accounting policies during
the financial year ended March 31, 2012 and
that the same have been disclosed in the notes
to the financial statements; and
(iii) instances of significant fraud of which we have
become aware and the involvement therein, if
any, of the management or an employee having
a significant role in the Company’s internal
control system over financial reporting.
For Pfizer Limited
Kewal Handa
S. Sridhar
Managing Director
Finance Director
(Chief Executive Officer)
(Chief Financial Officer)
Mumbai, 21 May 2012
Declaration by the Managing Director under Clause 49 of the Listing Agreement regarding
compliance with Code of Conduct.
In accordance with Clause 49 I (D) of the Listing Agreement with the Stock Exchanges, I hereby confirm that, all the
Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of
Conduct, as applicable to them, for the financial year ended March 31, 2012.
For PFIZER LIMITED
Mumbai, 21 May 2012
Kewal Handa
Managing Director
37
Auditors’ Report
To the Members of Pfizer Limited
We have audited the attached balance sheet of Pfizer
Limited (‘the Company’) as at 31 March 2012 and also
the related statement of profit and loss and cash flow
statement of the Company for the year ended on that
date, annexed thereto. These financial statements are
the responsibility of the Company’s management.Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing
standards generally accepted in India.Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting
principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
As required by the Companies (Auditor’s Report) Order,
2003 (‘the Order’) issued by the Central Government of
India in terms of sub-section (4A) of Section 227 of the
Companies Act, 1956, (‘the Act’) we enclose in the
Annexure a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
d)
in our opinion, the balance sheet, the statement of
profit and loss and the cash flow statement dealt
with by this report comply with the Accounting
Standards referred to in sub-section (3C) of Section
211 of the Act;
e)
on the basis of written representations received from
directors of the Company as at 31 March 2012 and
taken on record by the Board of Directors, we report
that none of the directors is disqualified as on 31
March 2012 from being appointed as a director in
terms of clause (g) of sub-section (1) of Section
274 of the Act; and
f)
in our opinion, and to the best of our information
and according to the explanations given to us, the
said accounts give the information required by the
Act, in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India:
i)
in the case of the balance sheet, of the state
of affairs of the Company as at 31 March 2012;
ii)
in the case of the statement of profit and loss,
of the profit of the Company for the year ended
on that date; and
iii)
in the case of the cash flow statement, of the
cash flows of the Company for the year ended
on that date.
Further to our comments in the Annexure referred to
above, we report that:
a)
38
we have obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit;
b)
in our opinion, proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books;
c)
the balance sheet, the statement of profit and loss
and the cash flow statement dealt with by this report
are in agreement with the books of account;
For B S R & Co.
Chartered Accountants
Firm’s Registration No: 101248W
Sanjay Aggarwal
Partner
Membership No: 40780
Mumbai, 21 May 2012
Annexure to the Auditors’ Report for the year
ended 31 March 2012 (Referred to in our audit
report of even date)
(i)
(a) The Company has maintained proper records
showing full particulars, including quantitative
details and situation of fixed assets.
(b) The Company has a regular programme of
physical verification of its fixed assets by which
all fixed assets are verified in a phased manner
over a period of three years. In our opinion, this
periodicity of physical verification is reasonable
having regard to the size of the Company and
the nature of its assets.In accordance with this
program, certain fixed assets were physically
verified by the management during the current
year. No material discrepancies were noticed on
such verification.
(c) Fixed assets disposed off during the year were
not substantial and therefore do not affect the
going concern assumption.
(ii)
(a) The inventory has been physically verified by
the management during the year. In our opinion,
the frequency of such verification is reasonable.
Stocks lying with third parties at the year-end
have been confirmed.
(b) The procedures for the physical verification of
inventory followed by the management are
reasonable and adequate in relation to the
size of the Company and the nature of its
business.
with the size of the Company and the nature of its
business with regard to purchase of inventories and
fixed assets and with regard to the sale of goods
and services. In our opinion and according to the
information and explanations given to us, there is
no continuing failure to correct major weaknesses
in internal controls.
(v)
In our opinion, and according to the information
and explanations given to us, there are no contracts
and arrangements the particulars of which need to
be entered into the register required to be maintained
under Section 301 of the Act.
(vi) The Company has not accepted any deposits from
the public.
(vii) In our opinion, the Company has an internal audit
system commensurate with the size and nature of
its business.
(viii) We have broadly reviewed the books of account
maintained by the Company pursuant to the rules
prescribed by the Central Gover nment for
maintenance of cost records under Section 209(1)(d)
of the Act in relation to products manufactured,
and are of the opinion that, prima facie, the
prescribed accounts and records have been made
and maintained.We have not, however, made a
detailed examination of the records.
(iii) According to the information and explanations given
to us, we are of the opinion that there are no
companies, firms or other parties covered in the
register required to be maintained under Section
301 of the Act. Accordingly, paragraph 4(iii) of the
Order is not applicable.
According to the information and explanations
given to us and on the basis of our examination
of the books of account of the Company,
amounts deducted/accrued in the books of
account in respect of undisputed statutory dues
including Provident fund, Investor Education and
Protection fund, Income tax, Sales tax, Value
added tax, Wealth tax, Service tax, Customs
duty, Excise duty, Cess and other material
statutory dues have generally been regularly
deposited with the appropriate authorities. As
explained to us, the Company did not have any
dues on account of Employees’ State Insurance.
(iv) In our opinion and according to the information and
explanations given to us, and having regard to the
explanation that purchases and sales of certain items
of inventories are for the Company’s and buyers’
specialised requirements respectively and similarly
certain services rendered are for the specialised
requirements of the buyers and the Company
respectively and suitable alternative sources are not
available to obtain comparable quotations, there is
an adequate internal control system commensurate
According to the information and explanations
given to us, no undisputed amounts payable in
respect of Provident fund, Investor Education
and Protection fund, Income tax, Sales tax,
Service tax, Wealth tax, Customs duty, Excise
duty, Cess and other material statutory dues
were in arrears as at 31 March 2012 for a
period of more than six months from the date
they became payable except for Service tax in
two instances as mentioned below.
(c) The Company is maintaining proper records of
inventory.The discrepancies noticed during the
physical verification of inventories as compared
to book records were not material and have
been dealt with in the books of account.
(ix) (a)
39
Name of statue
Nature of service
Service Tax
Service income
Amount
Period to
(Rs lakhs) which it relates
(b) According to the information and explanations
given to us, the dues set out in Appendix 1 in
respect of Income-tax, Sales tax, Service tax,
Customs duty and Excise duty have not been
deposited by the Company with the appropriate
authorities on account of disputes.
(x)
The Company does not have any accumulated
losses as at 31 March 2012 and has not incurred
cash losses in the current financial year and in the
immediately preceding financial period.
(xi) The Company did not have any outstanding dues
to any financial institution, banks, or
debentureholders during the year.
40
5.07
0.12
Apr-11
May-11
Due date
Date of payment
5-May-11
5-Jun-11
18-May-12
18-May-12
(xvi) The Company did not have any term loans
outstanding during the year.
(xvii) According to the information and explanations given
to us and on an overall examination of the balance
sheet of the Company, we are of the opinion that
the funds raised on short-term basis have not been
used for long-term investment.
(xviii) As stated in paragraph (iii) above, there are no
companies/firms/parties covered in the register
required to be maintained under Section 301 of the
Act.
(xix) The Company did not have any outstanding
debentures during the year.
(xii) The Company has not granted any loans and
advances on the basis of security by way of pledge
of shares, debentures and other securities.
(xx) The Company has not raised any money by public
issues during the year.
(xiii) In our opinion and according to the information and
explanations given to us, the Company is not a chit
fund or a nidhi/ mutual benefit fund/ society.
(xxi) According to the information and explanations given
to us, no material fraud by the Company or on the
Company has been noticed or reported during the
year.
(xiv) In our opinion and According to the information and
explanations given to us, the Company is not dealing
or trading in shares, securities, debentures and other
investments.
For B S R & Co.
Chartered Accountants
Firm’s Registration No: 101248W
(xv) According to the information and explanations given
to us, the Company has not given any guarantee
for loans taken by others from banks or financial
institutions.
Sanjay Aggarwal
Partner
Membership No: 40780
Mumbai, 21 May 2012
Appendix 1 as referred to in paragraph ix(b) of Annexure to the Auditors’ Report
Name of the Statute
Nature of Dues
Amount
(` in lakhs)
Amounts
paid under
protest
(` in lakhs)
Period to
which the
amount
relates
Forum where
dispute is pending
The Central Excise
Act, 1944
Duty and penalty on
classification / valuation
and other disputes
68.54
76.09
22.32
40.49
14.49
75.00
36.83
90.97
3.17
6.06
14.55
1.00
-
1996-2003
1998-2000
1998-2003
1998-2001
1999-2000
1999-2003
2001-2003
2002-2003
2005-2006
1990-1992
1998
Customs, Excise,
Service tax
Appellate Tribunal
The Central Excise
Act, 1944
The Central Excise
Act, 1944
Duty and penalty
12.62
484.40
142.42
-
1985-1988
2005-2006
2005-2006
Customs, Excise,
Service tax
Appellate Tribunal
The Central Excise
Act, 1944
Duty and Penalty on
material Stolen
6.08
-
1998-1999
High Court
The Central Excise
Act, 1944
Duty and Penalty
4.27
-
2004-2005
Bombay High Court
The Central Excise
Act, 1944
Duty and penalty
3.66
8.70
-
2005-2006
2005-2007
Commissioner of
Appeals
Customs Act, 1962
Duty and penalty
on imports and
other disputes
Duty and penalty
on imports and
other disputes
41.92
5.00
1996-1997
Supreme Court
1.06
-
1995
193.11
-
1997-2001
Bombay High Court
34.34
50.41
36.28
4,424.81
-
1994-1995
1999-2000
2002-2003
2005-2006
Income Tax Appelate
Tribunal
Duty and penalty
The Central Excise
Duty & Penalty
Act, 1944 (Service tax)
The Income Tax
Act, 1961
Tax and penalty on
expenditure disallowed
Non deduction / short
deduction of
tax at source
The Income Tax
Act, 1961
Tax and penalty
on expenditure
disallowed
Supreme Court
Commissioner of
Customs (Appeals)
Commissioner of
Appeals
8,342.50
-
2006-2007
7214.39
-
2007-2008
Income Tax Appelate
Tribunal
569.92
564.70
824.65
480.74
725.11
478.84
-
2004-2005
2005-2006
2006-2007
2007-2008
2008-2009
2009-2010
Commissioner of
Appeals
15.01
15.02
-
2004-2005
2005-2006
Income Tax Appelate
Tribunal
6.39
1.09
0.28
-
2006-2007
2007-2008
2008-2009
Commissioner of
Appeals
41
Appendix 1 as referred to in paragraph ix(b) of Annexure to the Auditors’ Report (Continued)
Name of the Statute
Nature of Dues
State and Central
Sales Tax Acts
Tax interest and penalty
for non submission of
forms and other
disallowances
Amount
(` in lakhs)
Amounts
paid under
protest
(` in lakhs)
Period to
which the
amount
relates
Forum where
dispute is pending
10.27
0.56
6.54
1.31
1.17
-
1992-1993
1983-1984
1985-1986
1986-1987
1993-1994
Supreme Court
Deputy Commissioner
(Appeal)
0.60
1.81
0.30
7.69
0.85
292.01
7.61
0.45
0.55
41.12
87.41
125.50
20.16
123.61
24.70
4.56
4.00
2.97
0.62
7.87
3.32
1.64
8.80
3.57
0.65
26.88
1.46
-
2006-2007
2007-2008
2008-2009
2009-2010
2006-2007
2009-2010
1994-1995
1995-1996
1996-1997
1999-2000
2000-2001
2001-2002
2002-2003
2003-2004
1993-1994
1994-1995
1995-1996
1996-1997
1997-1998
1998-1999
1994-1996
1996-1997
1998-1999
2002-2003
2008-2009
2008-2009
1998-1999
Deputy Commissioner
(Appeal)
54.76
14.31
1.54
1.92
3.70
2.98
1.88
3.30
11.85
79.17
12.01
12.47
15.74
24.89
131.19
42
0.81
36.08
70
-
2001-2002
2002-2003
1998-1999
1986-1987
2006-2007
2006-2007
2007-2008
2007-2008
2005-2006
2008-2009
2008-2009
1994-1995
2004-2005
2008-2009
2009-2010
Deputy Commissioner
(Appeal)
Additional Commissioner
Appellate Tribunal
Deputy Commissioner
(Appeal)
Joint Commissioner
Assistant Commissioner
of sales tax (Appeals)
Deputy-commissioner
Appeal
Joint Commissioner
Assistant Commissioner
Appendix 1 as referred to in paragraph ix(b) of Annexure to the Auditors’ Report (Continued)
Name of the Statute
Nature of Dues
Amount
(` in lakhs)
Amounts
paid under
protest
(` in lakhs)
Period to
which the
amount
relates
Forum where
dispute is pending
31.49
29.71
9.46
20.39
-
2007-2008
2009-2010
2009-2010
2006-2007
3.12
8.61
7.15
15.83
9.01
626.04
293.03
6.25
-
2009-2010
2009-2010
2009-2010
2010-2011
2009-2010
2009-2010
2008-2009
2006-2007
Joint Commissioner,
Corporate circle,
Lucknow
Appellate Authority,
Hyderabad
Joint Commissioner,
Corporate Circle,
Lucknow
38.04
-
2008-2009
1.00
-
2010-2011
2.26
-
2010-2011
1.14
-
2010-2011
3.94
3.30
0.69
2.07
2.88
40.27
-
2006-2007
2007-2008
2006-2007
2007-2008
2008-2009
2006-2007
4.72
1.41
0.71
763.48
1029.04
-
1995-1996
1998-1999
2000-2001
2005-2006
2006-2007
Value Added Tax Officer,
Uttar Pradesh
Tax Authority,
Uttar Pradesh
Assistant Commissioner,
Commercial tax, Mathura
Special Mobile Squad of
Allahabad
Special Mobile Squad of
Jhansi
Tax Authority,
West Bengal
Appellate Deputy
Commissioner (CT),
Secunderabad
Commercial Tax Officer,
Hydrabad
Commissioner Appeals
Karnataka High Court
43
Balance Sheet as at 31 March 2012
Currency: ` in lakhs
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital
Reserves and surplus
Note
31 March 2012
31 March 2011
2
3
2984.32
127485.39
2984.32
113360.39
130469.71
116344.71
Non-current liabilities
Other long-term liabilities
Long-term provisions
4
5
2582.85
2582.85
637.77
2819.76
3457.53
Current liabilities
Trade payables
Other current liabilities
Short-term provisions
6
7
8
13092.89
3564.40
7935.64
24592.93
157645.49
9803.17
4278.22
4741.62
18823.01
138625.25
9
9
9
3067.37
87.60
70.01
3,500.98
87.60
164.05
3224.98
4743.65
3708.48
12888.15
3752.63
4895.08
3553.86
9272.34
24565.26
21473.91
5.00
18323.76
14177.80
86626.57
12983.45
963.65
133080.23
157645.49
15932.35
10016.93
57846.21
32522.55
833.30
117151.34
138625.25
TOTAL
ASSETS
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Assets held for sale
Capital work-in-progress
Non current investments
Deferred tax assets (net)
Long-term loans and advances
Current assets
Current investments
Inventories
Trade receivables
Cash and bank balances
Short-term loans and advances
Other current assets
10
11
12
13
14
15
16
17
18
TOTAL
Significant accounting policies
Other notes to the financial statements
1
2-42
The notes referred to above form an integral part of the financial statements
As per our report of even date attached.
For B S R & Co.
Chartered Accountants
Firms Registration no: 101248W
SANJAY AGGARWAL
Partner
Membership No: 40780
Mumbai, 21 May 2012
44
For and on behalf of the Board of Directors of Pfizer Limited
R A SHAH
Chairman
KEWAL HANDA
Managing Director
PRADIP SHAH
Director
PRAJEET NAIR
Company Secretary
Mumbai, 21 May 2012
Statement of Profit and Loss for the year ended 31 March 2012
Currency: ` in lakhs
Note
Year ended
31 March 2012
Sixteen months ended
31 March 2011
105832.27
4102.21
121500.61
4544.73
101730.06
7814.15
9055.68
116955.88
8289.01
9290.33
118599.89
134535.22
22a&b
22c
23077.31
14680.94
27265.07
14999.04
22d
23
24
25
26
(1848.54)
18962.98
190.75
956.13
34789.93
(3215.09)
22699.35
246.59
1199.65
36576.09
90809.50
99770.70
27790.39
34764.52
2279.58
3193.79
Revenues
Revenue from operations (gross)
Less: Excise duty
Revenue from operations (net)
Other operating income
Other income
19
20
21
Total revenues
Expenses
Cost of materials consumed
Purchases of stock-in-trade
Changes in inventories of finished goods,
work-in-progress and stock-in-trade
Employee benefits
Finance costs
Depreciation and amortization
Other expenses
Total expenses
Profit before exceptional and extraordinary items and tax
of which discontinuing operations
27
Exceptional items - Voluntary Retirement Scheme
(37.50)
(302.56)
27752.89
34461.96
2279.58
3119.29
Current tax expense
9446.89
12631.55
Deferred tax
(154.62)
(803.66)
18460.62
22634.07
1516.33
2137.00
56.78
68.69
61.87
75.85
Profit before tax
of which discontinuing operations
27
Tax expense
Profit for the year / period
of which discontinuing operations
27
Earnings per share (of ` 10/- each): ( Basic & Diluted)
(Not annualized for the previous period)
(i) Continuing operations
(ii) Total operations
Significant accounting policies
Other notes to the financial statements
1
2-42
The notes referred to above form an integral part of the financial statements
As per our report of even date attached.
For B S R & Co.
Chartered Accountants
Firms Registration no: 101248W
SANJAY AGGARWAL
Partner
Membership No: 40780
Mumbai, 21 May 2012
For and on behalf of the Board of Directors of Pfizer Limited
R A SHAH
Chairman
KEWAL HANDA
Managing Director
PRADIP SHAH
Director
PRAJEET NAIR
Company Secretary
Mumbai, 21 May 2012
45
Cash Flow Statement for the year ended 31 March 2012
Currency: ` in lakhs
A
Year ended
31 March 2012
Sixteen months ended
31 March 2011
27790.39
34764.52
956.13
1199.65
(1.97)
10.06
(7863.02)
(7626.72)
(10.05)
49.07
Cash Flow from Operating Activities : Net profit before taxation and exceptional items
Adjustments for :
Depreciation and amortization
Unrealised foreign exchange loss / (gain) ( Net)
Interest income
Loss / (Profit) on fixed assets sold / discarded
Provision for doubtful debts and advances
111.69
590.95
Provisions no longer required written back
(132.90)
(745.88)
20850.27
28241.65
Trade and other receivables
(5942.15)
(5268.39)
Inventories
(2391.41)
(4595.24)
2139.04
3192.78
8.88
1644.78
Cash generated from operations
14664.63
23215.58
of which discontinuing operations
2890.00
1129.60
(12181.26)
(14898.97)
2483.37
8316.61
Operating profit before working capital changes
Adjustments for :
Trade and other payables
Provisions (excluding proposed dividend,
tax on proposed dividend, income tax provision)
Direct taxes paid ( Net)
Net cash from operating activities before exceptional items
Exceptional items :
VRS paid
Net cash from operating activities after exceptional items ( A )
B
Proceeds from sale of fixed assets
Inter corporate deposits ( Net )
Investment in subsidiary
(332.22)
(699.60)
26.24
54.32
19916.07
(2100.00)
5.00
-
8136.42
8459.08
27751.51
(12.26)
5713.80
(7.11)
Dividend paid ( including tax on dividend)
(1412.73)
(8626.46)
Net cash used in financing activities ( C )
(1412.73)
(8626.46)
-
-
Net Increase / (Decrease) in Cash & Cash Equivalents (A)+(B)+(C)
Opening cash and cash equivalents ( Note 1 )
28784.65
57841.84
5101.39
52740.45
Closing cash and cash equivalents ( Note 1 )
86626.49
57841.84
28784.65
5101.39
Interest received
Net cash from / (used) in investing activities ( B )
of which discontinuing operations
Cash Flow from Financing Activities :-
of which discontinuing operations
46
(302.56)
8014.05
Cash Flow from Investing Activities :Purchase of fixed assets
C
(37.50)
2445.87
Cash Flow Statement for the year ended 31 March 2012
Currency: ` in lakhs
Year ended
31 March 2012
Sixteen months ended
31 March 2011
86626.57
57846.21
Notes :
1
Cash and bank balances
Unrealised translation gain on foreign currency cash and bank balances
(0.08)
(4.37)
86626.49
57841.84
2
Cash and cash equivalents include balances aggregating to `422.25 lakhs (March 2011: `447.59 lakhs) with scheduled banks
on current accounts in respect of unpaid dividend, which are not available for use by the Company. l
3
The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on “Cash
Flow Statement”.
4
Previous period figures have been regrouped where necessary.
As per our report of even date attached.
For B S R & Co.
Chartered Accountants
Firms Registration no: 101248W
For and on behalf of the Board of Directors of Pfizer Limited
R A SHAH
Chairman
SANJAY AGGARWAL
Partner
Membership No: 40780
KEWAL HANDA
Managing Director
PRADIP SHAH
Director
PRAJEET NAIR
Company Secretary
Mumbai, 21 May 2012
Mumbai, 21 May 2012
47
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
1
Significant Accounting Policies
(a)
Basis of accounting
The financial statements have been prepared and presented under the historical cost convention on an accrual basis of
accounting and in accordance with the provisions of the Companies Act, 1956 and accounting principles generally
accepted in India and comply with the accounting standards prescribed in the Companies (Accounting Standards)
Rules, 2006 issued by the Central Government, in consultation with the National Advisory Committee on Accounting
Standards, to the extent applicable.
This is the first year of application of the revised Schedule VI to the Companies Act, 1956 for the preparation of the
financial statements of the Company. The revised Schedule VI introduces some significant conceptual changes as well
as new disclosures. These include classification of all assets and liabilities into current and non-current. The previous
period figures have also undergone a major reclassification to comply with the requirements of the revised Schedule VI.
(b)
Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date
of financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognized
prospectively in current and future periods.
Current and Non-current classification
All assets and liabilities are classified into current and non-current.
Assets
An asset is classified as current when it satisfies any of the following criteria:
(a)
it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;
(b)
it is held primarily for the purpose of being traded;
(c)
it is expected to be realised within 12 months after the reporting date; or
(d)
it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12
months after the reporting date.
Current assets include the current portion of non-current financial assets.
All other assets are classified as non-current.
Liabilities
A liability is classified as current when it satisfies any of the following criteria:
(a)
it is expected to be settled in the company’s normal operating cycle;
(b)
it is held primarily for the purpose of being traded;
(c)
it is due to be settled within 12 months after the reporting date; or
(d)
the company does not have an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue
of equity instruments do not affect its classification.
Current liabilities include current portion of non-current financial liabilities.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash
equivalents.
48
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
(c)
Fixed assets and depreciation / amortization
Tangible fixed assets
(i)
All fixed assets are stated at cost of acquisition less accumulated depreciation / amortization and impairment losses.
The cost of fixed assets includes taxes (other than those subsequently recoverable from tax authorities), duties, freight
and other incidental expenses related to the acquisition and installation of the respective assets.
(ii)
Assets costing individually up to ` 5000 are written off and those costing more than `5000 but up to US$ 5000 are
fully depreciated in the year of purchase except that “multiple-like items” the cost of which is over US$ 10000 in the aggregate; and
“unlike items of a capital nature within an asset category” for large scale projects the aggregate cost of which exceeds
US$ 10000 are considered as one asset and depreciated in accordance with the accounting policy stated in (iii) below.
(iii)
Depreciation / amortization for the year has been provided on straight line method at the higher of the rates
determined by the Company based on the estimated useful life of the assets or the rates specified in Schedule XIV to
the Companies Act, 1956. Depreciation on additions other than those stated in (ii) above is provided on a pro-rata
basis from the month of capitalisation. Depreciation on deletions during the year is provided up to the month in which
the asset is sold / discarded.
(iv)
Depreciation on assets other than those specified in (ii) above are provided at the following rates per annum:
Assets
Rate
Land : Leasehold
Amortized over the lease period
Buildings : On Leasehold land
Higher of 3.34% or rate based on lease period
Leasehold improvements
Higher of 8% to 10% or amortized over the lease period
Machinery & equipment
8% to 40%
Office equipment, Furniture & fixtures
8% to 33.33%
Vehicles
25%
In case of assets taken over from erstwhile Pharmacia Healthcare Limited depreciation has been provided at the rates
specified in Schedule XIV to the Companies Act, 1956 except the following assets, which are depreciated at the
respective rates:
Assets
Rate
Buildings : On Freehold land
1.65% to 3.34%
Machinery & equipment
4.75% to 8.09%
Office equipment, Furniture & fixtures
3.34% to 33.33%
Asset held for sale
(vi)
Assets that have been retired from active use and held for disposal are stated at the lower of their net book value and
net realisable value as estimated by the Company.
Intangible Assets
(i)
Intangible assets comprises of trademarks. Trademarks are recorded at their acquisition cost and are amortized over
the lower of their estimated useful life and period of ownership on straight line basis i.e. over a period of 3 years.
(ii)
Intangible assets comprises of cost of application software. Cost of Application Software are recorded at its acquisition
cost and is amortized on straight-line basis over 3 to 5 years, which in management’s estimate represents the period
during which economic benefits will be derived from their use. Cost of Application Software not exceeding `50 lakhs
is being charged to the statement of profit and loss.
49
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
(iii)
(d)
Revenue expenditure on research and development is expensed as incurred. Capital expenditure on research and
development is capitalised as fixed assets and depreciated in accordance with the depreciation policy of the Company.
Impairment of assets
In accordance with Accounting Standard 28 (AS 28) on ‘Impairment of Assets’ where there is an indication of impairment of
the Company’s assets, the carrying amounts of the Company’s assets are reviewed at each balance sheet date to
determine whether there is any impairment. The recoverable amount of the assets (or where applicable that of the cash
generating unit to which the asset belongs) is estimated at the higher of its net selling price and its value in use. Value in use
is the present value of estimated future cash flows expected to arise from the continuing use of the assets and from its
disposal at the end of its useful life. An impairment loss is recognised whenever the carrying amount of an asset or a cashgenerating unit exceeds its recoverable amount. Impairment loss is recognized in the statement of profit and loss.
(e)
Foreign currency transactions
Transactions in foreign exchange are accounted for at the standard exchange rates as determined by the Company on a
monthly basis. The exchange differences arising on foreign exchange transactions settled during the year are recognized in
the statement of profit and loss of the year.
Monetary assets and liabilities in foreign exchange, which are outstanding as at the year end, are translated at year end at
the closing exchange rate and the resultant exchange differences are recognized in the statement of profit and loss.
(f)
Investments
Long-term investments are stated at cost less other than temporary diminution in value, determined separately for each
individual investment. Current investments are recognized at cost or net realisable value whichever is lower.
Investments in land or buildings that are not intended to be occupied substantially for use by or in operations of the
Company, or held for rental purpose is classified as investment property. Investment property is stated at cost less
accumulated depreciation.
(g)
Inventories
Raw materials, work-in-progress, finished goods, stock-in-trade and packing materials are valued at the lower of weighted
average cost and net realizable value. Cost of finished goods and work-in-progress includes cost of materials, direct labour
and an appropriate portion of overheads. Stores and maintenance spares are valued at average cost.
The net realizable value of work-in-progress is determined with reference to the selling price of related finished goods. Raw
materials and other supplies held for use in production of inventories are not written down below cost except in cases where
material prices have declined, and it is estimated that the cost of the finished products will exceed their net realizable value.
Finished goods expiring within 90 days (near-expiry inventory) as at the balance sheet date have been fully provided for.
(h)
Samples
Physicians’ samples are valued at standard cost, which approximates actual cost and are charged to the statement of
profit and loss when distributed.
(i)
Revenue recognition
Revenue from sale of goods in the course of ordinary activities is recognised when property in the goods or all significant
risks and rewards of their ownership are transferred to the customer and no significant uncertainty exists regarding the
amount of the consideration that will be derived from the sale of the goods and regarding its collection. The amount
recognised as revenue is exclusive of sales tax, value added tax (VAT) and service tax, and is net of returns, and
discounts. Revenue from services is recognised as and when services are rendered and related costs are incurred, in
accordance with the terms of the specific contracts. Interest income is recognised on a time proportion basis taking into
account the amount outstanding and the interest rate applicable.
(j)
Employee benefits
Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee
benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted
amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is
recognized as an expense during the period.
Long Term employee benefits
(i)
Defined contribution plan:
The Company’s contribution towards employees’ Super Annuation Plan is recognized as an expense during the
period.
50
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
(ii)
Defined benefit plans
Provident Fund
Provident Fund contributions are made to a Trust administered by the Trustees. Trust makes investments and is settling
members claims. Interest payable to the members shall not be at a rate lower than the statutory rate. Liability is recognized
for any shortfall in the plan assets vis-à-vis actuarially determined liability of the Fund obligation.
Gratuity Plan
The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respect of the gratuity
benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any
plan assets is deducted.
The present value of the obligation as at the balance sheet date under such defined benefit plan is determined based on
actuarial valuation using the Projected Unit Credit Method by an independent actuary, which recognizes each period of
service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the
final obligation.
The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining
the present value of the obligation under defined benefit plan, are based on the market yields on government securities as
at the balance sheet date.
Actuarial gains and losses are recognized immediately in the statement of profit and loss.
(iii)
Other Long-term employment benefits
Compensated absences which are not expected to occur within twelve months after the end of the period in which the
employee renders the related services are recognized as a liability at the present value of the defined benefit obligation as
at the balance sheet date using Projected Unit Credit method by an independent actuary. The discount rates used for
determining the present value of the obligation under defined benefit plan, are based on the market yields on Government
securities as at the balance sheet date.
(k)
Leases
Lease rentals under an operating lease, are recognized as an expense in the statement of profit and loss on a straight line
basis over the lease term. Lease income from operating leases is recognized in the statement of profit and loss on a
straight line basis over the lease term.
(l)
Voluntary Retirement Scheme (VRS)
Liability under the VRS is accrued on the acceptance of the applications of the employees under the VRS scheme issued
by the Company and is charged to the statement of profit and loss.
(m) Taxation
Income tax expense comprises current tax and deferred tax charge or credit. Provision for current tax is based on the
results for the year ended 31 March 2012, in accordance with the provisions of the Income Tax Act, 1961.
The deferred tax charge or credit is recognized using substantively enacted rates. In the case of unabsorbed depreciation
or carried forward losses, deferred tax assets are recognized only to the extent there is virtual certainty of realization of such
assets. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. Such
assets are reviewed as at each balance sheet date to reassess realization.
(n)
Earnings per share
Basic and diluted earnings per share are computed by dividing the net profit after tax attributable to equity shareholders for
the year, with the weighted number of equity shares outstanding during the year.
(o)
Provisions and contingent liabilities
The Company creates a provision when there exist a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow
of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of
resources is remote, no provision or disclosure is made. Contingent assets are not recognized in financial statements.
51
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
31 March 2012
Number of shares
Amount
2
31 March 2011
Number of shares
Amount
Share capital
Authorised
Equity shares of `10 each
29,844,080
2984.41
29,844,080
2984.41
Unclassified shares of `10 each
10,155,920
1015.59
10,155,920
1015.59
29,844,080
2984.41
29,844,080
2984.41
29,841,440
2984.14
29,841,440
2984.14
2,640
0.18
2,640
0.18
29,844,080
2984.32
29,844,080
2984.32
Issued
Equity shares of `10 each
Subscribed and fully paid up
Equity shares of `10 each
Forfeited Share Capital
Total
Notes:
2.1 Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of the reporting period:
Balance at the commencement of the year / period
Additions
Deletions
Balance at the end of the year / period
29,844,080
-
2984.32
-
29,844,080
-
2984.32
-
29,844,080
2984.32
29,844,080
2984.32
2.2 Details of equity shares held by the holding company, the ultimate holding company, their subsidiaries and associates:
Ultimate Holding Company
Pfizer Inc.
-
-
-
-
Pfizer Corporation
9,376,100
937.61
9,376,100
937.61
Pfizer Investments Netherlands, B.V
8,810,234
881.02
8,810,234
881.02
Warner Lambert Company
1,187,163
118.72
1,187,163
118.72
Parke Davis & Co
955,733
95.57
955,733
95.57
Pharmacia Corporation
783,941
78.39
783,941
78.39
Subsidiaries of the ultimate holding company
2.3 Shareholders holding more than 5% shares as on 31 March 2012 and 31 March 2011
Number of shares
% holding
Number of shares
% holding
Pfizer Corporation
9,376,100
31.42
9,376,100
31.42
Pfizer Investments Netherlands, B.V
8,810,234
29.52
8,810,234
29.52
Equity shares of `10 each fully paid up held by:
Subsidiaries of the ultimate holding company
2.4 During the five reporting periods immediately preceeding the reporting date no shares have been issued by capitalisaton of
reserves as bonus shares or for consideration other than cash.
2.5 The Company has a single class of equity shares. Accordingly all the equity shares rank equally with regard to voting rights,
dividends and shares in the Company’s residual assets.
52
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
3
Reserves and surplus
Securities premium account
At the commencement and end of the year / period
General reserve
At the commencement of the year / period
Add: Transferred from surplus
At the end of the year / period
Surplus
At the commencement of the year / period
Add: Profit for the year / period
Less: Appropriations
Interim dividend Nil per share (March 2011 : `12.50 per share)
Proposed dividend `12.50 per share (March 2011 : `4 per share)
Tax on dividend
Transferred to general reserve
4
5
31 March 2012
31 March 2011
2277.70
2277.70
21105.51
1846.06
18842.10
2263.41
22951.57
21105.51
89977.18
18460.62
75329.14
22634.07
3730.18
605.44
1846.06
3,730.18
1193.73
798.71
2263.41
At the end of the year / period
102256.12
89977.18
Total
127485.39
113360.39
Other long-term liabilities
Security deposits
-
637.77
Total
-
637.77
1575.99
300.00
1223.37
890.00
66.94
3.64
478.37
157.91
66.47
3.64
478.37
157.91
2582.85
2819.76
Long-term provisions
Employee related
Compensated absences (Refer note 23.1)
Provident fund (Refer note 23.1)
Other provisions
Wealth tax (Net of taxes paid)
Fringe Benefit tax (Net of taxes paid)
Demands under DPCO (Refer note 5.1 and note 28)
Customs and Central Excise (Refer note 5.1 and note 28)
Total
5.1 Additonal disclosure relating to certain provisions
The Company has made provision for various contractual obligations and disputed liabilities based on its assessment of the
amount it estimates to incur to meet such obligations, details of which are given below:
Opening
Additions
Utilisation
Reversal
Closing
478.37
(478.37)
-
-
-
478.37
(478.37)
155.47
(155.47)
-
-
-
155.47
(155.47)
2.44
(2.44)
-
-
-
2.44
(2.44)
Provision for Demands under the
Drugs (Prices Control) Order, 1979
March 2012
March 2011
Provision for Disputed Demands
Central Excise
March 2012
March 2011
Customs
March 2012
March 2011
Future cash outflows in respect of above are determinable only on receipt of judgements / decisions pending with various authorities / forums
53
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
6
31 March 2012
31 March 2011
Trade payables
Micro and small enterprises (Refer note 6.1)
Other trade payables
209.06
12883.83
174.36
9628.81
Total
13092.89
9803.17
6.1 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
(i)
Principal amount remaining unpaid to any supplier as at
the end of the accounting year/period
63.10
47.74
(ii)
Interest due thereon remaining unpaid to any supplier as at the
end of the accounting year/period
-
-
The amount of interest paid along with the amounts of the payment
made to the supplier beyond the appointed day
-
-
-
-
145.96
126.62
-
-
(iii)
(iv)
(v)
(vi)
The amount of interest due and payable for the year / period
The amount of interest accrued and remaining unpaid at the
end of the accounting year / period
The amount of further interest due and payable even in the
succeeding year, until such date when the interest dues as above are actually paid
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information
collected by the management. This has been relied upon by the auditors.
7
Other current liabilities
Unpaid dividends (Refer note 7.1)
Creditors for capital expenditure
422.25
447.59
29.93
68.42
148.79
759.53
Employee benefits
2332.41
3002.68
Security deposits
631.02
-
3564.40
4278.22
Statutory remittances
Total
7.1 Investor education and protection fund (IEPF) is being credited by the amount of unclaimed dividend after seven years from the due
date. The amount represents amounts not yet due for deposit to the IEPF.
8
Short-term provisions
Employee related
Compensated absences (Refer note 23.1)
Gratuity (Refer note 23.1)
Provident fund (Refer note 23.1)
Other employee benefits (Refer note 8.1)
691.90
379.94
1846.21
2243.86
24.14
10.10
406.46
279.02
Other provisions
Sales return (Refer note 8.1)
Proposed dividend (Refer note 8.2)
Tax on proposed dividend
Total
54
631.31
441.31
3730.18
1193.73
605.44
193.66
7935.64
4741.62
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
8.1 Additonal disclosures relating to certain provisions
(a)
(b)
Opening
Additions
Utilisation
Reversal
Closing
279.02
-
127.44
(279.02)
-
-
406.46
(279.02)
Sales Return
March 2012
March 2011
441.31
(441.31)
190.00
-
-
-
631.31
(441.31)
Total (a + b)
March 2012
March 2011
720.33
(441.31)
317.44
(279.02)
-
-
1037.77
(720.33)
Other employee benefits
March 2012
March 2011
8.2 Proposed dividend
Amount per share (in `)
Number of shares
Amount (` in lakhs )
31 March 2012
12.50
29,841,440
3730.18
31 March 2011
4.00
29,841,440
1193.73
55
56
9.1
9
1012.90
2109.53
522.91
Office Equipment
Computers
Leasehold Improvements
15.51
31 March 2011
Building (Refer note 9.1)
228.85
228.85
Total
31 March 2011
-
-
-
-
-
-
-
-
477.19
387.28
46.19
146.33
112.48
24.84
15.78
41.66
-
-
-
-
-
-
-
-
-
-
2368.81
357.21
93.20
8.08
6.13
203.62
5.19
38.04
2.95
-
Gross Block
Additions
Deletion
475.90
228.85
228.85
165.82
20.28
42.75
15.51
15.51
15.51
11525.07
11555.14
141.25
141.25
136.48
-
4.77
15.51
15.51
15.51
9274.86
8024.09
325.69
1811.97
950.18
1119.25
2247.78
395.74
288.84
3823.24
413.13
15.30
April 1, 2011
255.03
451.53
5551.72
1421.36
32.57
March 31, 2012
-
-
-
-
-
-
-
-
1014.64
804.70
65.64
226.56
68.98
29.85
25.23
344.67
43.44
0.33
-
-
-
-
-
-
-
-
2265.41
341.02
85.17
6.32
4.48
202.93
4.12
35.06
2.94
-
141.25
141.25
136.48
-
4.77
15.51
15.51
15.51
8024.09
8487.77
306.16
2032.21
1014.68
222.66
309.95
4132.85
453.63
15.63
Accumulated Depreciation
Depreciation /
Deletion
March 31, 2012
Amortization
Building includes investment in share application money of `500 (March 2011: `500) in co-operative housing society, representing ownership of two residential flats.
20.28
165.82
Freehold Land
Freehold Building
Ankleshwar property
42.75
15.51
Total
Asset held for sale
15.51
Brands/Trademarks
Intangible Assets
13416.69
433.81
Vehicles
31 March 2011
440.94
Furniture and fixtures
11525.07
5548.10
Plant and machinery
Total
1424.31
32.57
April 1, 2011
Building - (Lease hold land)
Land - Leasehold
Tangible Assets
Fixed Assets
87.60
87.60
29.34
20.28
37.98
-
-
-
3500.98
3067.37
169.74
215.57
104.57
32.37
141.58
1418.87
967.73
16.94
87.60
87.60
29.34
20.28
37.98
-
-
-
4141.83
3500.98
197.22
297.56
62.72
38.07
152.10
1724.86
1011.18
17.27
Net Block
March 31, 2012
March 31, 2011
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
10
Non - current investments
Investment property
Assets given on operating lease
Less : accumulated depreciation
Unquoted Investments
Investment in other equity instruments
The Shamrao Vithal Co-operative Bank Limited
1,000 (March 2011: 1,000) shares of `25 each, fully paid-up
Gold Sovereign ( Actual cost `61)
Bharuch Eco-Aqua Infrastructure Limited
72,935 (March 2011: 72,935) equity shares of `10 each, fully paid-up
Bharuch Enviro Infrastructure Limited
175 (March 2011: 175) equity shares of `10 each, fully paid-up
Investment in government securities
Less: Provision for diminution in value of investments
Total
Aggregate amount of unquoted investments
11
Deferred tax
Tax effect of items constituting deferred tax liability
On difference between book balance and tax balance of fixed assets
31 March 2012
31 March 2011
5316.91
573.51
5316.91
422.08
4743.40
4894.83
0.25
0.25
7.29
7.29
0.02
0.02
7.56
0.11
(7.42)
7.56
0.11
(7.42)
0.25
0.25
4743.65
4895.08
0.25
0.25
100.41
173.71
100.41
173.71
Tax effect of items constituting deferred tax assets
Provision for compensated absences
735.93
532.61
Provision for gratuity
599.10
745.41
Provision for provident fund
105.18
299.01
Provision for doubtful debts / advances
728.39
778.65
Provision for excise duty, custom duty and DPCO
206.47
118.72
Amortization of voluntary retirement costs
211.13
345.66
Others
Net deferred tax
1222.69
907.51
3808.89
3727.57
3708.48
3553.86
57
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
31 March 2012
12
Long-term loans and advances
(Unsecured, considered good unless otherwise stated)
Capital advances
Deposits and other advances considered good (Refer note 12.1)
Employee related loans and advances
Advance income tax
(net of provisions `107878.78 lakhs, March 2011 : `98238.23 lakhs)
31 March 2011
24.02
23.53
4428.68
3352.50
258.94
486.11
7078.73
4344.36
Balance with Customs
951.26
968.61
Other loans and advances
Unsecured, considered good
Considered doubtful
146.52
118.53
97.23
168.09
265.05
(118.53)
265.32
(168.09)
146.52
97.23
12888.15
9272.34
Less: Provision for other doubtful loans and advances
Total
12.1 Includes `636.28 lakhs (Mar 2011: `636.28 lakhs) deposited in respect of demands under the Drugs (Prices Control) Order, 1979
13
14
Current Investments - Unquoted
Investment in equity instruments of subsidiaries
5,000 (March 2011: Nil) shares of `10 each fully paid up in
Pfizer Animal Pharma Private Limited (Refer note 27)
5.00
-
Total
5.00
-
4816.54
4075.82
707.94
788.71
Finished goods (Refer note 14.1)
Goods-in transit included above `715.82 lakhs (March 2011 `386.74 lakhs)
6621.65
5569.51
Stock-in-trade (Refer note 14.2)
Goods-in transit included above `88.84 lakhs (March 2011 `1141.33 lakhs)
5206.45
4329.28
Stores and spares (at cost)
148.39
155.07
Packing materials
822.79
1013.96
18323.76
15932.35
Inventories
(At lower of cost and net realisable value unless otherwise stated)
Raw materials
Goods-in transit included above `1150.04 lakhs (March 2011: `1240.55 lakhs)
Work-in-progress
Total
58
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
31 March 2012
14.1
Finished goods comprises
Liquid parentals
270.68
314.51
Tablets and capsules
3259.68
3825.05
Liquids
2762.38
1161.94
Solids
116.89
109.84
Feed supplements
212.02
158.17
6621.65
5569.51
Total
14.2
Stock-in-trade comprises
Liquid parentals
977.31
690.09
1973.38
1450.86
Powder parentals
322.30
430.66
Liquids
974.61
893.75
Solids
328.28
294.77
32.71
35.10
Feed supplements
289.28
241.25
Feed liquid
264.59
194.71
43.99
98.09
5206.45
4329.28
234.03
718.98
1662.56
1929.10
1896.59
(1662.56)
2648.08
(1929.10)
234.03
718.98
13943.77
9297.95
328.85
155.19
14272.62
(328.85)
9453.14
(155.19)
13943.77
9297.95
14177.80
10016.93
Tablets and capsules
Ointments
Miscellaneous
Total
15
31 March 2011
Trade receivables
Trade receivables outstanding for a period exceeding six months
from the date they became due for payment
Unsecured, considered good
Doubtful
Less: Provision for doubtful trade receivables
Other trade receivables
Unsecured, considered good
Doubtful
Less: Provision for doubtful trade receivables
Total
59
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
16
31 March 2012
31 March 2011
2.87
2.15
2786.97
2050.36
Cash and bank balances
Cash and cash equivalents
Cash on hand
Balances with banks
In current accounts
In EEFC account
17
2.11
194.35
In deposit accounts
Other bank balances
Unpaid dividend accounts
83412.37
55151.76
422.25
447.59
Total
86626.57
57846.21
Short-term loans and advances
(Unsecured, considered good unless otherwise stated)
Inter Corporate Deposits placed with companies under the same management
(Refer note 17.1)
8723.93
28650.00
Security deposits
614.78
1120.60
Loans and advances to employees
392.05
529.29
Balance with Customs and Excise authorities
Other loans and advances
Unsecured, considered good
838.99
696.78
2413.70
1525.88
134.72
91.51
2548.42
(134.72)
1617.39
(91.51)
Considered doubtful
Less: Provision for other doubtful loans and advances
Total
17.1
Pfizer Pharmaceutical India Private Limited
March 2012
March 2011
Pfizer Animal Pharma Private Limited
March 2012
March 2011
60
1525.88
32522.55
Disclosure as per Clause 32 of the listing agreement with the stock exchanges
Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company
by such parties
Name of the party
18
2413.70
12983.45
Relationship
Amount
outstanding
Fellow Subsidiary
8591.43
(28653.65)
Subsidiary
338.24
-
Other current assets
Interest accrued on time deposits
Physician samples (at cost)
267.90
695.75
541.30
292.00
Total
963.65
833.30
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
19
Less: excise duty
Total
105832.27
121500.61
4102.21
4544.73
101730.06
116955.88
Sale of products comprises
Liquid parentals
7944.46
8726.16
42393.68
47183.74
8379.64
10843.43
Liquids
34811.21
40392.77
Solids
2958.05
3199.12
Tablets and capsules
Powder parentals
Ointments
715.56
845.57
Feed supplements
2463.68
3471.15
Feed liquid
1530.39
1635.21
533.39
658.73
101730.06
116955.88
7506.88
7392.42
8.63
11.40
Miscellaneous
Total
20
Sixteen months ended
31 March 2011
Revenue from operations
Sale of products (Refer note 19.1)
19.1
Year ended
31 March 2012
Other operating income
Sale of services (Refer note 20.1)
Sale of scrap
Liabilities / provisions no longer required written back
132.90
745.88
Net gain on foreign currency transactions and translation
16.27
95.97
Miscellaneous income
96.54
14.06
Insurance claims
42.88
29.28
Profit on sale of assets (net)
Total
10.05
-
7814.15
8289.01
20.1
Sale of services include amounts representing income from clinical research services aggregating `2038.61 lakhs (March 2011:
`3620.76 lakhs and `5468.27 lakhs (March 2011: `3771.66 lakhs) representing support services rendered.
21
Other income
Interest income
From banks on deposits
On staff loan
6402.74
4196.38
59.00
75.31
1401.28
3430.34
Rental income
1192.66
1588.30
Total
9055.68
9290.33
On others
61
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
22
22a
Year ended
31 March 2012
Sixteen months ended
31 March 2011
4075.82
16722.89
20798.71
4816.54
15982.17
3224.53
20331.18
23555.71
4075.82
19479.89
1013.96
6903.97
514.36
8284.78
7917.93
822.79
7095.14
23077.31
8799.14
1013.96
7785.18
27265.07
Total
3170.92
2993.35
2423.38
1178.88
6215.64
15982.17
3280.97
3087.75
2623.21
1166.75
9321.21
19479.89
Purchases of stock-in-trade
Liquid parentals
Powder parentals
Tablets and capsules
Liquids
Solids
Ointments
Feed supplements
Feed liquid
Miscellaneous
Total
2687.71
1519.84
4625.98
2657.91
998.57
150.33
792.81
1005.51
242.28
14680.94
2092.10
2131.31
3943.49
3159.57
975.02
98.86
1030.63
1150.38
417.68
14999.04
6621.65
707.94
5206.45
12536.04
5569.51
788.71
4329.28
10687.50
5569.51
788.71
4329.28
10687.50
(1848.54)
5080.73
553.82
1837.86
7472.41
(3215.09)
16976.42
555.20
88.06
1343.30
18962.98
19002.32
930.38
1354.53
1412.12
22699.35
Cost of materials consumed
Raw materials consumed
Opening stock
Add: Purchases
Less: Closing stock
Cost of raw materials consumed (a) (Refer note 22a(i))
22b
Packing materials consumed
Opening stock
Add: Purchases
Less: Closing stock
Cost of packing materials consumed (b)
Total cost of materials consumed (a+b)
22a(i)
22c
22 d
Raw material consumed comprises
Vitamins
Codeine phospate
Minipress XL bulk tablets
Sugar
Other items
Changes in inventories of finished goods, work-in-progress and stock-in-trade
Inventories at the end of the year / period
Finished goods
Work-in-progress
Stock-in-trade
Inventories at the beginning of the year / period
Finished goods
Work-in-progress
Stock-in-trade
23
62
Net (increase) / decrease
Employee benefits
Salaries and wages
Contributions to provident and other funds (Refer note 23.1)
Gratuity (Refer note 23.1)
Staff welfare expenses
Total
Changes in present value of obligations
Projected Benefit Obligation, at beginning of
the year / period
Current service cost
Transfers in
Interest cost
(Benefits Paid)/(Expected Settlements)
Past Service Cost – Vested/ (Curtailment Gain)
Actuarial (gain)/loss on obligation/ Increase in
account balance
Employer’s Contributions
Plan participants’ Contributions
Projected Benefit Obligation, at the end of the
year / period
Changes in fair value of plan assets
Fair Value of Plan Assets at beginning of the
year / period
Expected Return on Plan Assets
Contributions
Benefits Paid/ Transfer Out/Expected settlements
Actuarial gain/(loss) on plan assets
Employer’s Contributions
Plan participants Contributions
Fair value of plan assets at end of the year / period
Net Asset/(Liability) recognized in the
balance sheet
Projected Benefit Obligation, at the end of the
year / period
Fair Value of Plan Assets at end of the year / period
Net Asset/(Liability) recognized in the balance
sheet
Expense recognized in the statement of profit and loss
Current Service Cost
Interest cost
Past Service Cost – Vested/ (Curtailment Gain)
Expected Return on Plan Assets
Net Actuarial (Gain)/Loss recognized
Expense recognized in the statement of profit and loss
Balance sheet reconciliation
Opening Net Liability
Transition liability – adjusted in General reserve
Reserve at the beginning of the year / period
Expense as above
Transfer In /(Out)/(Benefits Paid)/Expected
settlements
Amount recognized in the balance sheet
Actuarial assumptions
Discount rate
Expected rate of return on plan assets
Annual increase in compensation
1
2
3
4
5
6
23.1 Employee Benefits
2957.68
5128.93
(222.94)
896.85
(485.71)
1846.21
8.65%
8.65%
9.50%
9.50%
5% to 9.5% 5% to 9.5%
605.68
514.11
2243.86
88.06
769.70
195.30
(182.27)
(268.62)
514.11
(896.85)
(1846.21)
399.46
399.92
(284.81)
(426.51)
88.06
(2957.68)
2060.83
(5128.93)
3282.72
1918.67
182.27
222.94
(222.94)
(40.11)
2060.83
(308.73)
-
(426.57)
-
2997.98
284.81
485.72
(485.72)
(0.07)
3282.72
2524.35
769.70
195.30
(222.94)
-
Compensated
Absences
31 March, 2012
5241.84
399.46
399.92
(485.72)
-
Gratuity
269.16
2243.86
620.17
1354.53
390.38
422.08
282.41
(338.22)
597.88
1354.53
(2243.86)
(5241.84)
2997.98
3207.00
338.22
593.25
(1184.33)
43.84
2997.98
5241.84
641.72
-
3827.17
390.38
271.33
422.08
(593.25)
282.41
Gratuity
(18.01)
605.68
679.40
(55.71)
332.71
227.48
(418.51)
(185.45)
(11.94)
(55.71)
(605.68)
(2524.35)
1918.67
1698.50
185.45
254.44
(254.44)
34.72
1918.67
2524.35
22.78
-
2377.90
332.71
236.43
227.48
(254.44)
(418.51)
Compensated
Absences
31 March, 2011
900.10
1047.59
(147.49)
924.97
101.34
(129.62)
(1044.18)
(147.49)
(900.10)
(11479.12)
10579.02
9012.08
999.65
(1608.71)
212.01
1099.64
864.35
10579.02
11479.12
940.68
864.35
1099.64
10059.67
(1485.22)
-
Provident
Fund
8.65%
8.00%
8.00%
8.00%
8.24%
8.00%
8.00%
0.00%
NA 5% to 9.5% 5% to 9.5% 5% to 9.5%
324.14
900.10
(575.96)
126.95
72.01
(774.92)
(575.96)
(324.14)
(324.14)
-
-
-
-
-
Provident
Fund
7.30%
8.00%
5% to 8%
(306.02)
620.17
411.52
514.67
214.96
235.59
(218.78)
282.90
514.67
(620.17)
(3827.17)
3207.00
2887.87
218.78
306.02
(264.22)
58.55
3207.00
3827.17
341.45
-
3299.39
214.96
235.59
(264.22)
-
7.30%
8.00%
5% to 8%
(166.89)
679.40
673.42
172.87
243.92
161.70
(124.74)
(108.01)
172.87
(679.40)
(2377.90)
1698.50
1559.19
124.74
14.57
1698.50
2377.90
(93.44)
-
2232.61
243.92
161.70
(166.89)
-
Compensated
Absences
8196.10
660.93
(992.36)
24.02
493.82
629.57
9012.08
10059.67
1094.38
493.82
629.57
8834.26
(992.36)
-
Provident
Fund
(319.86)
411.52
451.76
(77.81)
357.43
186.85
223.43
(229.17)
176.32
357.43
(411.52)
(3299.39)
2887.87
2489.64
229.17
169.06
2887.87
3299.38
345.37
-
2863.59
186.85
223.43
(319.86)
-
(232.42)
673.42
273.79
11.59
620.46
191.65
132.93
122.76
418.63
620.45
(673.42)
(2232.61)
1559.19
1434.46
122.76
1.97
1559.19
2232.61
420.61
-
1719.84
191.65
132.93
(232.42)
-
Compensated
Absences
30 November, 2008
Gratuity
(118.16)
638.16
117.97
755.56
(117.21)
61.08
(178.29)
(117.21)
(638.16)
(8834.26)
8196.10
8210.58
645.50
(1228.78)
(376.45)
415.66
529.59
8196.10
8834.26
33.68
415.66
529.59
9084.11
(1228.78)
-
Provident
Fund
7.30%
7.50%
7.50%
7.50%
0.00%
8.00%
8.00%
0.00%
5% to 8% 5% to 9.25% 5% to 9.25% 5% to 9.25%
(71.68)
1047.59
638.16
481.11
586.71
42.16
(147.76)
481.11
(1047.59)
(10059.67)
9012.08
30 November, 2009
Gratuity
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
63
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Defined contribution plan:
During the year / period, the Company has contributed `24.30 lakhs (March 2011: `27.80 lakhs) towards employees’
superannuation fund.
General description of significant defined benefit plans
Gratuity plan
i)
ii)
Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement, as per
Company’s rules or as per provisions of the Payment of Gratuity Act, 1972.
Leave plan
iii)
All eligible employees can carry forward and avail / encash leave as per Company’s rules subject to a maximum accumulation
of 180 / 170 / 90 days in case of priviledge leave and 75 / 70 days in case of sick leave as per Company’s rules.
Provident
Pr
ovident fund
The employee’s provident fund is administered by a Trust created specifically for the purpose. The employee’s and employer’s
contributions are transferred to the trust. All liabilities arising on account of provident fund payouts on resignation or retirement
from service or death while in service are made from the trust.
24
25
26
64
Year ended
31 March 2012
Sixteen months ended
31 March 2011
Finance costs
Interest expense on others
Bank charges
59.03
131.72
38.53
208.06
Total
190.75
246.59
Tangible assets (Refer note 9)
804.70
997.60
Investment property (Refer note 10)
151.43
202.05
Total
956.13
1199.65
342.90
3717.42
907.35
30.66
935.29
1899.82
19.00
272.60
2252.33
467.65
210.01
861.72
3694.57
3408.49
1625.89
7215.27
2825.48
50.10
42.91
111.69
235.13
3998.74
863.71
50.12
2172.15
2322.59
15.27
173.42
1974.79
388.46
385.67
985.56
4332.87
3234.13
1684.95
6415.01
2097.51
62.88
571.31
49.07
590.95
Depreciation and amortization
Other expenses
Consumption of stores and spare parts
Processing charges
Power and fuel
Water
Clinical trials
Rent
Repairs and maintenance - buildings
Repairs and maintenance - machinery
Equipment rentals, service charges, low cost assets written off
Insurance
Rates and taxes
Communication
Travelling and conveyance
Freight and forwarding
Commission
Advertisement and sales promotion
Legal and professional fees
Payments to auditors (Refer note 26.1)
Royalty
Loss on fixed assets sold / scrapped / written off
Bad trade and other receivables, loans and advances written off
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Year ended
31 March 2012
Sixteen months ended
31 March 2011
185.42
491.72
3221.64
213.37
165.70
3592.73
34789.93
36576.09
Audit fees
Other services
Reimbursement of expenses
28.00
21.00
1.10
28.00
33.00
1.88
Total
50.10
62.88
Printing and stationery
Service charges
Miscellaneous expenses
Total
26.1 Payment to auditors *
* Figures exclude service tax `5.62 lakhs (March 2011: `6.48 lakhs)
27
Discontinuing operations
The Company incorporated Pfizer Animal Pharma Private Limited (“PAPPL”), Wholly-owned Subsidiary on 10 February, 2012
for temporary purpose in order to spin-off its animal health business in line with Pfizer Global Strategy and as a pre- step for
subsequent sale to a wholly-owned subsidiary of Pfizer Inc (“ Ultimate Holding Company”).
The Company had entered into a Business Transfer Agreement with PAPPL for sale / transfer of the animal health business on
a slump sale basis. The transfer of the said business was completed on 2 April, 2012 for a consideration of `44000 lakhs,
subject to adjustment for working capital.
Necessary information relating to the discontinuing operations is as follows
Year ended
31 March 2012
Sixteen months ended
31 March 2011
Revenue
13347.00
15920.01
Expenditure
11067.42
12800.72
Profit before tax
2279.58
3119.29
Profit after tax
1516.33
2137.00
Total Assets
6439.84
6154.18
Total Liabilities
2453.11
1569.30
Profit after tax attributable to discontinuing operations of the Company has been calculated using the effective tax rate of the
Company.
In terms of para 11 (a) of AS 21, the Company is not required to consolidate the accounts of its wholly-owned subsidiary
company, Pfizer Animal Pharma Private Limited, since the control of the same is held for a temporary period as a pre-step for
subsequent sale.
65
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
28
Drugs Prices Equalisation Account (DPEA)
(a)
Oxytetracycline and other formulations
In respect of certain price fixation Orders of 1981 of the Government of India, the Supreme Court vide its Order of 22
March 1993 held that, pending disposal of the Company’s Writ Petition in the High Court of Mumbai, the Company may
deposit 50% of the impugned amount of `87.61 lakhs, less `19.90 lakhs already deposited, with the Union of India
before 15 May 1993 which has been done. In the event that the Company succeeds before the High Court of Mumbai,
this amount will be returned within one month from the date of the decision of the High Court with interest at the rate of
15% per annum. However, if the Company loses the Writ Petition, the balance amount of `43.80 lakhs with interest at
the rate of 15% per annum will have to be paid to the Government.
(b)
Multivitamin Formulations
In respect of certain price fixation Orders of 1986 of the Government of India, the Supreme Court vide its Order dated 3
December 1992, held that, pending disposal of the Company’s Writ Petition in the High Court of Mumbai, the Company
may deposit 50% of the impugned amount of `98.00 lakhs with the Union of India before 31 January 1993 which has
been done. In the event that the Company succeeds before the High Court of Mumbai, this amount will be returned
within one month from the date of the decision of the High Court with interest at the rate of 15% per annum. However,
if the Company loses the Writ Petition, the balance amount of `49.00 lakhs with interest at the rate of 15% per annum
will have to be paid to the Government.
(c)
Protinex
In yet another case, the Company had challenged in 1986 a price fixation Order of the Government of India by a Writ
Petition before the High Court of Mumbai. The Honorable Court passed an ad interim and interim order staying the
impugned order. The Petition, while it was still pending for hearing and final disposal, was withdrawn in 1989 on
redressal of the Company’s grievances. After protracted correspondence on the subject, in 1993 the Government raised
a demand of `81.83 lakhs on the Company for the period April 1986 to July 1989 and directed the Company to deposit
the same into the DPEA. Thereafter, the Drug Prices Liability Review (DPLR) Committee sent a letter dated 15 February
1996 seeking the Company’s submission/ representation against the reduced claim amount of `33.87 lakhs for the
period April 1986 to August 1987 as intimated to the DPLR Committee by the Government of India. The Company has
made its submissions to the DPLR Committee vide its letter of 29 March 1996 claiming that no amount whatsoever is
due and payable having regard to the facts and relevant material of the case.
In the meantime, the Department of Chemicals and Petrochemicals vide their letter dated 11 February 1997 raised an
additional demand of `178.56 lakhs for the earlier period of February 1984 to March 1986 over and above the revised
claim of `33.87 lakhs for the period April 1986 to August 1987. Thus, the total demand raised now stands revised to
`212.43 lakhs. The DPLR Committee had, vide its letter dated 24 February 1997 invited the Company to make its
submissions/ representations against the above said claim. The Company has made its submissions to the DPLR
Committee vide its letter dated 14 May 1997 claiming that no amount whatsoever is due and payable having regard to
the facts and relevant material of the case.
Pursuant to the submissions made by the Company, the DPLR Committee directed by an Order on 17 November 1998
that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ
Petition Number 2368 of 1996 is applicable to this matter. (This Writ Petition is filed by OPPI and IDMA jointly against any
Notice issued by the Government of India after 25 August 1987 to any member of the OPPI or IDMA, initiating
proceedings for recovery of an amount demanded in respect of a period prior to that date).
On a Notice of Motion filed by the Company in the said Writ Petition, the Mumbai High Court has granted ad interim
Order that “pending the hearing and final disposal of this Notice of Motion, further proceedings in the said Case No 49/
1996 pending before the said Drug Prices Liability Review Committee be stayed.”
The Bombay High Court vide its judgement dated 22 December, 2011 dismissed the Writ Petition filed by OPPI & IDMA
and directed the Companies who have been issued show cause notices to file appropriate replies and directed the
government to pass appropriate orders accordingly.
(d)
Vitamin and other formulations
The Government has arbitrarily determined the liability of the Company at `1466 lakhs being the difference in price in
respect of Vitamin and other formulations sold by the Company during the years 1983 to 1989. The Company has
repudiated the liability on this account. The Company’s Solicitors have advised that the repudiation by the Company is
legally sustainable. The Government has pursued the matter. The Company maintains its position that the claim by the
Government is not legally sustainable.
66
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
(e)
Chloramphenicol
The Government has arbitrarily determined the liability of the Company at `145 lakhs and `14 lakhs being the difference
between the price of bulk drug Chloramphenicol powder and Chloramphenicol Palmitate respectively allowed in the
formulation price and actual procurement price for the period 1979 to 1988. The Company has repudiated the liability on
this account as advised by the Company’s Solicitors. The Company has also obtained a Stay order from the Honorable
High Court of Mumbai against the demand.
Pursuant to the submissions made by the Company, the DPLR Committee directed by an Order on 17 November 1998
that clarifications should be obtained from the Mumbai High Court on whether the Interim Stay granted in the Civil Writ
Petition Number 2368 of 1996 is applicable to this matter. (This Writ Petition is filed by OPPI and IDMA jointly against any
Notice issued by the Government of India after 25 August 1987 to any member of the OPPI or IDMA, initiating
proceedings for recovery of an amount demanded in respect of a period prior to that date).
On a Notice of Motion filed by the Company in the said Writ Petition, the Mumbai High Court has granted ad interim
Order that “pending the hearing and final disposal of this Notice of Motion, further proceedings in the said Case No 23/
95 pending before the said Drug Prices Liability Review Committee be stayed”.
The Bombay High Court vide its judgement dated 22 December, 2011 dismissed the Writ Petition filed by OPPI & IDMA
and directed the Companies who have been issued show cause notices to file appropriate replies and directed the
government to pass appropriate orders accordingly.
(f)
Pursuant to the repeal of DPCO 1970, erstwhile Warner-Hindustan Limited (merged with Parke-Davis (India) Limited in 1988
and Parke – Davis (India) Limited merged with Pfizer Limited in 2003) had classified ISOKIN TABLETS, ISOKIN LIQUID AND
PYRIDIUM TABLETS as decontrolled products under the DPCO 1979. The categorization was, however, challenged by the
Government in 1984 and a demand of `113 lakhs was raised against the Company. Against this demand an excise duty
set off of `7 lakhs was allowed to the Company and a final demand of `106 lakhs was raised in 1987.
The Company had deposited an amount of `30 lakhs in February 1987 and `25 lakhs in May 1990 totaling to an
aggregate of `55 lakhs in full and final settlement of the demand, as per the arguments set forth by the Company. The
Government subsequently raised a demand of `117 lakhs towards interest on principal demand. (i.e. interest of `43
lakhs for Pyridium for the period 1982 to August 1995 and `74 lakhs for Isokin for the period 1982 to June 1997).
The Company filed a Writ Petition in the Andhra Pradesh High Court in September 1997 for staying all further proceedings
against the Company. The High Court stayed the demand in respect of collection of interest but directed the Company
to deposit the balance demand of `51 lakhs (which amount was deposited in November 1997).
The said Writ Petition has been heard and disposed off by final judgement of the Hon’ble Hyderabad High Court, on 15
April 2011. The Hon’ble High Court has inter alia set aside all the demand notices and further directed the Respondents
to refund the monies paid under the interim orders.
(g)
Multivitamin Formulations:
The Government has arbitrarily raised a demand of `182.38 lakhs on account of alleged overpricing of certain multivitamin
formulations marketed by erstwhile Pharmacia Healthcare Limited (merged with Pfizer Limited) for the period 1983 to
1986. The Company has repudiated the liability on this account as advised by its solicitors. The Company filed a Writ
Petition No.814 of 1992 in the High Court at Mumbai. The Supreme Court of India, in a Special Leave Petition (SLP) filed
by the Company held that pending disposal of Writ Petition filed before the High Court at Mumbai, the Company shall
furnish an undertaking in respect of 50% of its liability and shall deposit the balance 50% aggregating to `91.19 lakhs.
This amount has been deposited with the Government of India and is included under the head “ Long term Loans and
Advances”.
Pursuant to a Transfer Petition (Civil) no 475-496 of 2003 filed under Article 139A(1) of the Constitution of India, all
pending writ petitions in respect of DPEA liabilities are now to be transferred to the Supreme Court to be heard and
finally decided by the Supreme Court of India. Consequently as a result of the said transfer petition, Writ Petitions
referred to in (a), (b), (c), (e), (f) and (g) above will now be heard and disposed off by the Supreme Court.
The Supreme Court however, by order dated 3 May 2010 disposed off the Transfer Petition, directing that the concerned
High Courts to take up the writ petitions before them and dispose them on merits.
In view of matters (a), (b), (c), (e), (f) and (g) being subjudice, the legal opinion being in favor of the Company, and based
on the assessment of the Management, no further provision is considered necessary over and above the sum of
`198.37 lakhs which has been paid off in earlier years.
The Company would continue to seek legal recourse in all the above matters.
The Union of India has preferred a SLP before the Honorable Supreme Court agains the above judgement. The SLP is
currently pending for admission before the Supreme Court.
67
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
29
(ii)
(a)
Claims against the Company not acknowledged as debt
(b)
Other guarantees
(c)
Other contingent liabilities in respect of
370.48
403.20
1037.67
1033.40
40.54
59.45
4150.32
1192.39
1.
Excise duty
Customs duty
3.
Sales tax
4.
Service tax
193.11
193.11
5.
Income tax
29070.00
31529.64
6.
Pending labour matters contested in various courts
103.57
109.66
24.30
206.41
Commitments
The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are
given below
Foreign currency
(US$ in lakhs)
Accounts receivable
31 March 2011
` in lakhs
Foreign currency
(US$ in lakhs)
` in lakhs
56.18
2858.59
12.22
544.88
Accounts payable
44.73
2277.83
42.65
1901.61
Net receivable / (payable)
11.45
580.76
(30.43)
(1356.73)
Year ended
31 March 2012
Sixteen
months ended
31 March 2011
Raw materials
5765.33
5696.71
Goods for resale
4534.48
3229.60
10299.81
8926.31
Royalty
33.07
131.65
Travel and conveyance
84.64
122.12
Value of imports calculated on CIF basis
Total
Expenditure in foreign currency (accrual basis)
Service charges
229.93
233.31
Legal and professional fees
11.31
18.62
Other matters
92.52
41.67
Note : The disclosure relating to the period 31 March 2011 is on payment basis.
68
Amount
unascertainable
2.
31 March 2012
32
Amount
unascertainable
Contingent liabilities
Estimated amount of contracts remaining to be executed
on capital account and not provided for
31
31 March 2011
Contingent liabilities and commitments (to the extent not provided for)
(i)
30
31 March 2012
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
33
Details of consumption of imported and indigenous raw materials
Amount
%
6007.50
(7101.29)
38%
(36%)
March 2012
March 2011
Total
9974.67
(12378.60)
62%
(64%)
March 2012
March 2011
15982.17
(19479.89)
100%
(100%)
Year ended
31 March
2012
Sixteen months
ended 31 March
2011
171.02
190.27
2038.61
3620.76
844.53
5278.30
5
5
Imported
March 2012
March 2011
Indigenous
34
Earnings in foreign exchange
Export of goods calculated on FOB basis
Service income
35
Amounts remitted in foreign currency
Amount of dividend remitted in foreign currency
Total number of non-resident shareholders
(to whom the dividends were remitted in foreign currency)
Total number of shares held by them on which dividend was due
Year to which the dividend relates
21113171
21113171
31st March 2011
final dividend
31st March 2011
Interim dividend,
30th November 2009
final dividend
69
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
36
Segmental information
Pharmaceuticals
Segment revenue
March 2012
March 2011
Segment result
March 2012
March 2011
Unallocable expenses (net)
March 2012
March 2011
Operating income
March 2012
March 2011
Exceptional items (net)
March 2012
March 2011
Other income (net)
March 2012
March 2011
Profit before taxes
March 2012
March 2011
Tax expense
March 2012
March 2011
Net profit
March 2012
March 2011
70
Total
Services
88383.06
(101790.76)
13347.00
(15920.01)
7506.88
(7392.42)
109236.94
(125103.19)
21751.58
(28630.71)
2279.58
(3193.79)
698.46
(791.48)
24729.12
(32615.98)
4569.96
(5279.77)
20159.16
(27336.21)
37.50
(228.06)
(74.50)
37.50
(302.56)
7631.23
(7428.31)
27752.89
(34461.96)
9292.27
(11827.89)
18460.62
(22634.07)
Pharmaceuticals
Segment assets
March 2012
March 2011
Unallocable assets
March 2012
March 2011
Total assets
March 2012
March 2011
Segment liabilities
March 2012
March 2011
Unallocable liabilities
March 2012
March 2011
Total liabilities
March 2012
March 2011
Other information
Capital expenditure (allocable)
March 2012
March 2011
Capital expenditure (unallocable)
March 2012
March 2011
Depreciation and amortization (allocable)
March 2012
March 2011
Depreciation and amortization (unallocable)
March 2012
March 2011
Business segments
Animal Health
29730.38
(26148.81)
Business segments
Animal Health
6439.84
(6154.18)
Total
Services
4459.94
(4421.72)
40630.16
(36724.71)
117015.33
(101900.54)
157645.49
(138625.25)
16326.28
(15240.58)
2453.11
(1569.30)
605.81
(548.06)
19385.20
(17357.94)
7790.58
(4922.60)
27175.78
(22280.54)
106.61
(238.71)
12.26
(1.21)
35.44
(56.65)
154.31
(296.57)
138.93
(311.46)
675.65
(949.75)
5.41
(6.81)
17.29
(14.10)
698.35
(970.66)
257.78
(228.99)
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
The geographic segments individually contributing 10 percent or more of the Company’s revenues and segment assets are
shown separately
Geographic Segment
Revenues
for the
year / period
Segment assets Capital expenditure
incurred during
the year / period
India
March 2012
March 2011
107027.31
(121292.16)
154781.39
(138080.35)
293.24
(608.03)
2209.63
(3811.03)
2864.10
(544.90)
-
Other countries
March 2012
March 2011
Notes:
1
Business Segments: The business operations of the Company comprise Pharmaceuticals, Animal Health and Services.
The business segments have been identified and reported taking into account, the nature of products and services, the
differing risks and returns and the internal financial reporting systems.
The Pharmaceuticals business comprises of manufacturing of bulk drugs and formulations, trading of formulations and
also includes rendering of marketing services.
The Animal Health business has a presence primarily in the large animal health and poultry market segments and also
includes rendering of marketing services.
Services - Clinical Development Operations primarily include conducting clinical trials, new product development and
undertaking comprehensive data management for new drug development.
2
Geographical Segments: For the purpose of geographical segments the consolidated sales are divided into two segments
– India and other countries.
3.
The accounting policies of the segment are the same as those described in the summary of significant accounting
policies as referred to in Note 1 to the financial statements.
37. Disclosures as required by the Accounting Standard 18 on “Related Party Disclosures” are given below
I.
Names of Related Parties and description of Relationships
A.
Parties where control exists:
Ultimate holding company
Pfizer Inc., USA
Companies collectively exercising significant influence
Pfizer Corporation, Panama
Warner-Lambert Company, LLC, USA
Parke-Davis & Company, LLC, USA
Pharmacia Corporation, USA
Pfizer Investments Netherlands, B.V.
[Collectively holding 70.75% of the aggregate of equity share capital of the Company]
B.
Fellow Subsidiaries with whom transactions have taken place during the year / period
Pfizer Asia Manufacturing Pte Limited, Singapore
Pfizer Corporation Hong Kong Limited, Hong Kong
Pfizer Enterprises SARL, Luxembourg
Pfizer Export Company, Ireland
Pfizer Global Trading, Ireland
Pfizer Limited, United Kingdom
Pfizer Overseas LLC., USA
Pfizer Pharmaceutical India Private Limited, India
Pfizer Singapore Trading Pte Limited, Singapore
Pfizer Limited,Phillipines
Pfizer Private Limited,Singapore
71
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Pfizer Products India Private Limited, India
Pfizer International LLC.,USA
Pfizer Products Inc., USA
Pfizer Australia Pty Limited, Australia
Pfizer Laboratories(Proprietory)Limited, South Africa
Pfizer Animal Health India Limited, India
AHP Manufacturing B.V. India
Wyeth Limited, India
Wyeth Ayerst International LLC.
C.
Subsidiaries with whom transactions have taken place during the year / period
Pfizer Animal Pharma Private Limited
D.
Executive Committee Members
Kewal Handa *
Dr B M Gagrat *
Sunil Madhok
Chandrashekhar Nilkanth Potkar
Yash Goyal
Shiva P Nair
Partha S. Ghosh
Hiroo Mirchandani
Venkatesh S
Pradeep Patni
Samir S Kazi
Sridhar S
Suresh Subramanian
Vivek Dhariwal
Sarita Bahl (w.e.f. 1st February, 2012)
* Executive Directors on the Board.
II.
Transactions during the year / period and Balances Outstanding as at the year / period end with the Related
Parties are as follows:
31 March 2012
72
No.
Nature of Transactions
1
Sale of finished goods (net of returns)
2
Service income
3
Recovery of expenses
4
Purchase of finished goods
5
Purchase of raw / bulk materials
6
Ultimate Companies
Holding exercising
Company significant
influence
31 March 2011
Subsidiary
Fellow
Company Subsidiaries
Ultimate Companies
Holding exercising
Company significant
influence
Subsidiary
Fellow
Company Subsidiaries
-
-
-
161.33
-
-
-
150.95
395.39
-
-
7674.70
-
-
-
7392.42
1505.72
-
0.24
1228.47
341.24
-
-
1552.88
-
-
-
2323.56
-
-
-
2577.29
-
-
-
2277.26
-
-
-
2225.62
Royalty expense
42.91
-
-
-
58.45
512.86
-
-
7
Service charges
-
-
-
491.72
-
-
-
165.70
8
Write back (Royalty)
9
Expenses reimbursed
10
-
-
-
-
-
-
-
578.81
13.74
-
-
231.06
-
-
-
406.36
Dividend in respect of the year ended
31 March 2012 and period ended 31 March 2011
-
844.53
-
-
-
5278.30
-
-
11
Rental income
-
-
-
637.99
-
-
-
923.61
12
Loans given
-
-
338.00
13585.69
-
-
-
33400.00
13
Loans repaid
-
-
-
33850.00
-
-
-
31250.00
14
Interest received on loans given
-
-
2.05
1393.14
-
-
-
3430.11
15
Outstanding as at the year / period end – Due from
337.30
-
340.29
13183.29
-
-
-
31421.55
16
Outstanding as at the year /period end – Due to
78.14
434.72
-
3002.94
132.07
432.02
-
1901.29
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Year ended
Sixteen months
31 March 2012 ended 31 March 2011
Executive committee members
Remuneration to Key Management Personnel
III.
1357.33
1731.52
Others
Under the terms of the agreement between Pfizer Inc. (Ultimate Holding Company) and the Company for conducting
clinical trials and studies in India, Pfizer Inc., has agreed to indemnify, defend and hold the Company and its directors,
employees and agents harmless against any and all liability, loss or damage they may suffer as a result of any claims,
demands, costs, penalties, fines or judgments incurred or imposed against it arising out of any clinical trial and study or
otherwise pursuant to the agreement
IV
Details of material transactions during the year / period
a)
b)
c)
d)
e)
f)
g)
Sale of finished goods (net of returns)
Pfizer Laboratories (Pty) Limited, South Africa
Pfizer Pharmaceutical India Private Limited, India
Wyeth Limited, India
Service Income
Pfizer Limited, United Kingdom
Pfizer International LLC, USA
Pfizer Inc., USA
Pfizer Pharmaceutical India Private Limited, India
Wyeth Limited, India (including service tax)
Pfizer Products India Private Limited, India (including service tax)
Recovery of expenses
Pfizer Inc., USA
Pfizer Pharmaceutical India Private Limited, India
Pfizer Products India Private Limited, India
Wyeth Limited, India
Purchase of finished goods
Pfizer Export Company, Ireland
Pfizer Overseas LLC, USA
Pfizer Global Trading, Ireland
Pfizer Singapore Trading Pte Limited, Singapore
Pfizer Enterprises SARL, Luxembourg
Pfizer Asia Manufacturing PTE
Purchase of Raw / Bulk materials
Pfizer Export Company, Ireland
Royalty expense
Pfizer Inc., USA
Parke-Davis & Company LLC, USA
Warner - Lambert Company LLC, USA
Expenses reimbursed
Pfizer Private Limited, Singapore
Pfizer Corporation Hong Kong Limited, Hong Kong
Pfizer Products India Private Limited, India
46.97
100.76
75.00
1.28
62.48
1576.80
66.43
395.39
38.83
5394.98
597.67
2757.38
857.29
58.37
3342.78
775.40
1505.72
306.11
518.34
359.10
341.24
167.33
376.83
804.08
54.26
616.95
251.13
732.85
280.79
324.90
432.63
733.25
36.59
682.07
156.22
-
2248.49
2163.16
42.91
-
45.05
137.09
259.66
229.94
1.39
233.31
4.22
49.92
73
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Year ended
31 March 2012
Sixteen months
ended 31 March 2011
285.46
206.26
165.70
-
375.04
352.41
2344.03
2202.56
13585.69
338.00
32100.00
1300.00
-
33850.00
-
28650.00
2600.00
1393.14
-
3412.31
17.80
637.99
923.91
340.87
74.58
413.24
126.16
8591.43
1756.97
1812.32
28650.00
1795.86
73.74
1305.95
391.97
1188.62
259.63
78.84
5316.91
5316.91
Accumulated Depreciation (Refer note 10)
573.51
422.08
Depreciation for the lease period
151.43
244.85
Rental income
740.51
1043.35
h) Service Charges
Wyeth Limited, India
Pfizer Animal Health India Limited
i) Dividend Paid
Pfizer Corporation, Panama
Pfizer Investment Netherlands, B.V.
j) Inter Corporate Deposits given
Pfizer Pharmaceutical India Private Limited, India
Pfizer Products India Private Limited, India
Pfizer Animal Pharma Private Limited
k) Inter Corporate Deposits repaid
Pfizer Pharmaceutical India Private Limited, India
Pfizer Product India Private Limited, India
l) Interest received on Inter Corporate Deposits given
Pfizer Pharmaceutical India Private Limited, India
Pfizer Products India Private Limited, India
m) Rental Income
Pfizer Pharmaceutical India Private Limited, India
n) Remuneration to Key Management Personnel
Kewal Handa
Dr. B.M.Gagrat
o) Outstanding as at the year / period end due from
Pfizer Pharmaceutical India Private Limited, India
Wyeth Limited, India
Pfizer Limited, United Kingdom
p) Outstanding as at the year / period end due to
Pfizer Export Company, Ireland
Warner Lambert Co., LLC
Wyeth Limited, India
38
Details of leasing arrangements
As Lessor
The Company has let out some of its owned property during the year on
operating lease. The lease terms is in the range of 1 - 3 years.
The information in respect of the same is as follows:
Gross book value (Refer note 10)
Lease income recognised in the statement of profit and loss for the year / period
in respect of sub-let property is `452.15 lakhs (March 2011: `544.95 lakhs)
74
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
Year ended
31 March 2012
Sixteen months ended
31 March 2011
1202.65
1152.89
200.44
1345.04
-
-
As Lessee
The Company has taken various residential/godowns/office premises (including
furniture and fittings, therein as applicable) under operating lease or leave and
licence agreements. These are generally not non-cancellable and range between
11 months and 3 years under leave and licence, or longer for other leases and in
certain cases are renewable by mutual consent on mutually agreeable terms. The
Company has given refundable interest free security deposits in accordance with
the agreed terms.
Future minimum lease payments
not later than one year
later than one year and not later than five years
later than five years
Lease payments are recognised in the statement of profit and loss under Rent.
The Company has entered into an MOU with Patel Engineering Limited for taking on licence, premises for its new head office
for a period of 9 years. The leave and licence agreeement in this regard will be entered upon completion of construction of
building as per Company’s specification. The license is expected to commence from November, 2013.
39
Earnings per share (Basic and Diluted)
Net profit for the year for total operations
Weighted average number of equity shares
Par value per share
Earnings per share - Basic and diluted (Total operations)
Net Profit for the year for Continuing operations
Earnings per Share - Basic and Diluted (Continuing operations)
40
22634.07
29,841,440
`10
`10
`61.87
`75.85
16944.29
20497.07
`56.78
`68.69
Expenditure on research and development
Capital
41
18460.62
29,841,440
35.43
28.63
Revenue
612.26
1038.09
Total
647.69
1066.72
Employee stock option scheme
The employees of the Company have been issued 78795 (March 2011: 50490) Share Options and 15763 (March 2011:
10149) restricted stock units under the Pfizer Inc 2004 Share Option Plan by Pfizer Inc. The cost incurred by Pfizer Inc
pursuant to the said Pfizer Inc 2004 Share Option Plan for the year ended 31 March 2012 amounts to `162.61 lakhs (March
2011: `47.87 lakhs). These amounts have not been charged to the Company by Pfizer Inc.
75
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012
Currency: ` in lakhs
42
Previous period figures
The previous period figures relate to sixteen months period ended 31 March 2011, while the current period figures are for the
year ended 31 March 2012. Accordingly, the current year figures are not comparable to those of the previous period.
As per our report of even date attached.
For B S R & Co.
Chartered Accountants
Firms Registration no: 101248W
SANJAY AGGARWAL
Partner
Membership No: 40780
Mumbai, 21 May 2012
76
For and on behalf of the Board of Directors of Pfizer Limited
R A SHAH
Chairman
KEWAL HANDA
Managing Director
PRADIP SHAH
Director
PRAJEET NAIR
Company Secretary
Mumbai, 21 May 2012
Pfizer Limited
Regd. Office : Pfizer Centre, Patel Estate, Off S.V. Road, Jogeshwari (W), Mumbai 400 102
Tel No.: 022 6693 2000 Fax: 022 2678 4569
CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE
Dear Shareholder,
June 28, 2012
Sub: Green Initiative in Corporate Governance
The Ministry of Corporate Affairs (“MCA”) has taken a “Green Initiative in Corporate Governance” by allowing paperless
compliances by companies through electronic mode. Your Company supports this environment friendly intiative of the
Government of India and proposes to send Notices for General Meetings / Annual Reports / Other Shareholder
Communication through electronic mode to the registered e-mail addresses of shareholders.
Please note that as a shareholder of the Company, you will be entitled to receive physical copies of all notices and
documents free of cost upon specific request made to the Company. All such notices and documents including the
Annual Report, Notice for General Meetings and other shareholder communication will also be made available on the
Company’s website ‘www.pfizerindia.com’.
Shareholders holding share in the physical form and wishing to receive the Annual Report and other documents in the
electronic mode, are requested to fill the form below and send the same to our Registrar and Transfer Agents viz.,
M/s. Karvy Computershare Pvt. Ltd.
Shareholder(s) holding share in dematerialized mode and wishing to receive the Annual Report and other
documents in electronic mode are requested to register their e-mail id with their Depository Participants (DP)
where their Demat account is maintained.
Thanking you,
Yours truly,
For Pfizer Limited
Karvy Computershare Pvt. Ltd.
UNIT: Pfizer Limited
Plot No. 17-24, Vittalrao Nagar,
Near Image Hospital, Madhapur,
Hyderabad – 500 081.
Prajeet Nair
Company Secretary
Pfizer Limited
Regd. Office : Pfizer Centre, Patel Estate, Off S.V. Road, Jogeshwari (W), Mumbai 400 102
Tel No.: 022 6693 2000 Fax: 022 2678 4569
CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE
(Pursuant to Circular nos. 17/2011 dated 21.04.2011 and 18/2011 dated 29.04.2011 issued by the
Ministry of Corporate Affairs)
To,
Karvy Computershare Pvt. Ltd.
UNIT: Pfizer Limited
Plot No. 17-24, Vittalrao Nagar,
Near Image Hospital, Madhapur,
Hyderabad – 500 081.
Dear Sir,
With reference to your Circular dated June 28, 2012, I/We shareholder(s) of Pfizer Limited, agree to receive all notices
and documents including the Annual Report, Notice for General Meetings and other shareholder communication in
electronic mode.
I/We request you to kindly register my/our e-mail id in the Company’s records for sending such communication through e-mail.
Folio No./Client ID No.
: _____________________________________________________________
Name of the Sole/First Shareholder
: _____________________________________________________________
Name of the Joint Shareholders
: _____________________________________________________________
_____________________________________________________________
No. of Shares
: _____________________________________________________________
E-mail id for receipt of documents in
electronic mode
:
Date:
Place:
Signature:______________________________
(Sole/First Shareholder)
Notes: 1. Shareholders are requested to inform the Company as and when there is change in their registered e-mail id.
2. For shares held in demat mode, shareholders are requested to inform their respective Depository Participants.
Pfizer Limited
Regd. Office: Pfizer Centre, Patel Estate, Off S.V. Road, Jogeshwari (West), Mumbai - 400 102.
PROXY
I/We ..........................................................................................................................................
of ...................................................................................................................... in the district of
................................................................ being a member/members of Pfizer Limited, hereby
appoint ........................................................ of .................................in the district of ..............
............................. or failing him/her ................................. of .......................... in the district of
................................... as my/our proxy to attend and vote for me/us on my/our behalf at the
61st Annual General Meeting of the Company to be held on Thursday, August 2, 2012
and at any adjournment thereof.
Signed this ........................................... day of .............................. 2012.
Folio No. / Client ID: .......................................
No. of Shares:...................
Please
Affix `1
Signature................................................
Revenue
Stamp
Note: The Proxy form duly completed and signed should be deposited at the Registered Office of the Company
shown above, not later than 48 hours before the time of the Meeting.
Pfizer Limited
Regd. Office: Pfizer Centre, Patel Estate, Off S.V. Road, Jogeshwari (West), Mumbai - 400 102.
ATTENDANCE SLIP
To be handed over at the entrance of Meeting Hall
I hereby record my presence at the SIXTY FIRST ANNUAL GENERAL MEETING of the Company at Yashwantrao
Chavan Pratishthan Auditorium, General Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana,
Mumbai 400 021 on Thursday, August 2, 2012, at 3.00 p.m.
Name of the Member ....................................................................................................................................
Folio No. / Client ID .......................................................................................................................................
Name of the Proxy / Representative (In Block Letters)
(To be filled in if the Proxy / Representative
attends instead of the Member) ....................................................................................................................
SIGNATURE OF THE MEMBER OR PROXY / REPRESENTATIVE